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Sample Business Contracts

International Asset Transfer Agreement - Adaptec Mfg (S) Pte Ltd. and Roxio CI Ltd.

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                        DATED THIS 1st DAY OF April 2001




                                     BETWEEN




                             ADAPTEC MFG (S) PTE LTD



                                       AND



                                  ROXIO CI LTD.






                     INTERNATIONAL ASSET TRANSFER AGREEMENT





<PAGE>


                                TABLE OF CONTENTS


<TABLE>
<S>     <C>                                                                                                      <C>
1.       DEFINITIONS & INTERPRETATION.............................................................................1

2.       TRANSFER OF TECHNOLOGY...................................................................................3

3.       CONSIDERATION............................................................................................4

4.       COMPLETION...............................................................................................4

5.       REPRESENTATIONS AND WARRANTIES...........................................................................5

6.       DURATION OF THIS AGREEMENT...............................................................................5

7.       ASSIGNMENT...............................................................................................5

8.       COSTS AND EXPENSES.......................................................................................5

9.       NOTICES..................................................................................................5

10.      PREVIOUS AGREEMENTS AND AUTHORITY........................................................................6

11.      REMEDIES.................................................................................................6

12.      SEVERANCE................................................................................................6

13.      ARBITRATION AND APPLICABLE LAW...........................................................................6
</TABLE>




<PAGE>


THIS AGREEMENT is made on the 1st day of April, 2001 ("the Effective Date"),


         BETWEEN


(1)      Adaptec Mfg (s) pte ltd (Regn No. 00121/1987-N) ("AMS"), a company
         incorporated in the Republic of Singapore with its registered office at
         No. 2 Chai Chee Drive, Singapore 4690443);


         AND


(2)      Roxio CI Ltd. (Regn No. 103240) ("RCI"), a company incorporated in the
         Cayman Islands with its registered office at Offices of Walkers, Walker
         House, PO Box 265GT, Mary Street, George Town, Grand Cayman, Cayman
         Islands, B.W.I.


         WHEREAS

(A)      AMS is a private limited company incorporated in the Republic of
         Singapore and has at the date hereof the authorised share capital and
         issued and paid-up share capital as set out in Schedule 1.

(B)      RCI is currently a 100% owned subsidiary of AMS and has at the date
         hereof the authorised share capital and issued and paid-up share
         capital as set out in Schedule 2.

(C)      AMS is desirous of transferring certain technology and rights
         (hereinafter referred to as the "RCI Technology"), equity interests as
         set out in Schedule 3, and cash consideration to its subsidiary, RCI,
         and in consideration therefor, RCI shall issue one (1) ordinary share
         of US$1/- in its capital to AMS as set out in Schedule 4 upon the terms
         and subject to the conditions contained in this Agreement.


         IT IS HEREBY AGREED as follows:-


1.       DEFINITIONS & INTERPRETATION

         In this Agreement:

         1.1      the following words and expressions shall have the following
                  meanings:-

                  "CASH CONSIDERATION"         shall mean the sum of Twenty
                                               Million Dollars (US$20,000,000)
                                               to be paid by check or wire
                                               transfer;

                  "COMPLETION DATE"            means April 1, 2001 or such other
                                               date as the parties hereto may
                                               agree in writing;

                                      -1-
<PAGE>

                  "CONSIDERATION SHARES"       means one (1) ordinary share
                                               of US$1/- in the capital of
                                               RCI credited as fully paid up
                                               to be allotted and issued by
                                               RCI to AMS as set out against
                                               its name in Schedule 4;

                  "DIRECTORS"                  means the directors (including
                                               their alternates) for the time
                                               being of AMS and RCI and
                                               "Director" shall mean any of
                                               them;

                  "SHAREHOLDERS"               means the persons who are
                                               registered for the time being as
                                               holders of the shares in the
                                               Register of Members of RCI and
                                               AMS.

                  "US$"                        means United States dollar.

                  "RCI TECHNOLOGY"             means the technology acquired
                                               by AMS under the Prior
                                               Agreements and currently held
                                               by AMS, which relates to the
                                               RCI Business and does not
                                               relate primarily to the
                                               business of AMS or Adaptec,
                                               Inc.

                  "RCI BUSINESS"               means (a) the business and
                                               operations of Adaptec, Inc.
                                               currently operated as the
                                               Software Products Group, as
                                               described in the Roxio, Inc. Form
                                               10, including, without
                                               limitation, the business and
                                               operation responsible for
                                               developing, marketing, and
                                               selling the following products
                                               (i) Easy CD Creator, (ii) GoBack,
                                               (iii) SoundStream, (vi) Toast,
                                               (v) Jam, (vi) TakeTwo and (vii)
                                               WinOnCD and (b) except as
                                               otherwise expressly provided
                                               herein, any terminated, divested
                                               or discontinued businesses or
                                               operations that at the time of
                                               termination, divestiture or
                                               discontinuation primarily related
                                               to the business of the Software
                                               Products Group or Roxio, Inc., as
                                               conducted on the Separation Date
                                               (as defined in the First Amended
                                               Master Separation and
                                               Distribution Agreement between
                                               Adaptec, Inc. and Roxio, Inc.).

                  "PRIOR AGREEMENTS"           means the Technology Research
                                               and Development Cost and Risk
                                               Sharing Agreement by and
                                               between Adaptec, Inc. and AMS,
                                               dated September 1, 1995, as
                                               amended, and the R&D Services
                                               Agreement by and between AMS
                                               and CeQuadrat GmbH, dated July
                                               8, 1999.

                  EQUITY INTEREST"             means all of the equity interest
                                               held by AMS in CG1
                                               Verwaltungsgesellschaft GmbH.

                                      -2-
<PAGE>

         1.2.     Any reference to "completion" shall mean completion of the
                  transfer of the RCI Technology, Equity Interest as set out in
                  Schedule 3 and the Cash Consideration, and the allotment of
                  the ordinary shares in the share capital of Roxio CI, Ltd in
                  consideration thereof.

         1.3      References to Recitals and Clauses are to recitals and clauses
                  of this Agreement, and "Agreement" shall mean this Agreement.

         1.4      The headings in this Agreement are for convenience only and
                  shall not affect the interpretation hereof.

         1.5      Where applicable, words importing the singular include the
                  plural and vice versa, words importing any gender include
                  every gender, references to persons include bodies corporate
                  and unincorporate and references to time shall mean Singapore
                  time.

2.       TRANSFER OF TECHNOLOGY

         2.1      Subject to the terms and conditions of this Agreement, AMS
                  hereby transfers, grants, conveys and assigns to RCI all of
                  its right, title and interest in and to the RCI Technology,
                  the Equity Interest and the Cash Consideration, free from any
                  charges, liens and other encumbrances placed thereon by AMS,
                  exclusive of encumbrances which are agreements with
                  subcontractors to manufacture product for AMS or agreements
                  granting reproduction or distribution rights to (a) OEMs, VARs
                  or similarly situated licensees, or (b) customers with respect
                  to technology which has been escrowed for purposes of ensuring
                  that such customers are provided continued support for the
                  technology in the event of (i) the insolvency of AMS or (ii)
                  the material breach of AMS under its agreement with such
                  customers (collectively, "Permitted Licenses"), and with all
                  rights, benefits and entitlements now or hereafter attaching
                  to such RCI Technology and to such Equity Interest.

         2.2      Subject to the terms and conditions of this Agreement, RCI
                  hereby agrees to issue to AMS the Consideration Shares free
                  from all charges, liens and other encumbrances and with all
                  rights, benefits and entitlements now or hereafter attaching
                  thereto.

         2.3      AMS hereby assigns all of its rights in the Permitted Licenses
                  to RCI.

         2.4      RCI is not obliged to complete the allotment of the
                  Consideration Shares unless the transfer of the RCI
                  Technology, Equity Interest and the Cash Consideration is
                  completed simultaneously with such allotment.

         2.5      AMS covenants that AMS will, without demanding any further
                  consideration therefor, at the request and expense of RCI
                  (except for the value of the time of AMS employees), do (and
                  cause its subsidiaries to do) all lawful and just acts that
                  may be or become necessary for evidencing, maintaining,
                  recording and perfecting RCI's rights to such RCI Technology
                  and the Equity Interest as of the Effective Date, including
                  but not limited to, execution and acknowledgement of (and
                  causing its subsidiaries to execute and acknowledge)
                  assignments and other instruments in a form reasonably
                  required by RCI to evidence the

                                      -3-
<PAGE>

                  conveyances herein in all jurisdictions in which such RCI
                  Technology and Equity Interest exist.

         2.6      If, after the Separation Date, it is found that the RCI
                  Technology does not include certain technology used before
                  the Effective Date and intended for use by Roxio, Inc. or
                  RCI in the day to day conduct of its business as
                  contemplated in this Agreement or in the Ancillary
                  Agreements, and such technology is not otherwise provided
                  to RCI under this Agreement, AMS will provide RCI such
                  technology under the assignments granted in this Agreement
                  to the extent it is able to do so, but only to the extent
                  such technology is reasonably necessary for Roxio, Inc. or
                  RCI to accomplish such day to day operation of its business.

         2.7      AMS hereby acknowledges and affirms the transfer and licensing
                  of that certain technology and those certain intellectual
                  property rights transferred and licensed under the Master
                  Technology Ownership and License Agreement and the Master
                  Patent Ownership and License Agreement, by and between Roxio,
                  Inc. and Adaptec, Inc., and hereby consents to such transfer
                  and licensing to the extent it may have an interest in the
                  technology and rights transferred and licensed thereunder.

3.       CONSIDERATION

         3.1      The consideration for the allotment of Consideration Shares
                  shall be the net book value of the RCI Technology and Equity
                  Interest held by AMS, together with the Cash Consideration.

         3.2      The consideration for the Consideration Shares shall be
                  satisfied in whole by the allotment and issue by RCI of the
                  Consideration Shares, credited as fully paid up to RCI as set
                  out in Schedule 3.

         3.3      The Consideration Shares shall be allotted and issued on terms
                  that they will rank PARI PASSU in all respects with the
                  existing ordinary shares in the capital of RCI at the date of
                  allotment.

4.       COMPLETION

         4.1      Subject as hereafter provided, completion shall take place at
                  the office of AMS or such other place as the parties hereto
                  may agree in writing on the Completion Date.

         4.2      RCI shall, in consideration of the mutual covenants set out
                  hereinbefore, and other good and valuable consideration, the
                  receipt and sufficiency of which is hereby acknowledged, duly
                  execute in favour of AMS the share certificates in respect of
                  the Consideration Shares.

         4.3      RCI shall:

                  (a)    prior to or on completion, procure the necessary
                         approval of its Directors/Shareholders in accordance
                         with the requirements of the Laws of Cayman Islands to
                         its entry into this Agreement for the allotment and
                         issue

                                      -4-
<PAGE>

                         of the Consideration Shares credited as fully paid-up
                         by AMS as set out in Schedule 3 as consideration for
                         the aforesaid allotment;

                  (b)    on completion, issue to AMS the Consideration Shares as
                         set out in Schedule 4;

                  (c)    on completion, deliver to AMS, the relative share
                         certificate relating to the Consideration Shares; and

                  (c)    on completion, deliver to AMS such waivers, consents,
                         approvals and other documents as may be necessary to
                         enable AMS to be registered as the holder of the
                         Consideration Shares.

5.       REPRESENTATIONS AND WARRANTIES

5.1      AMS represents and warrants that, other than the Permitted Licenses, it
         has granted no license under any of the RCI Technology.

5.2      AMS and RCI each respectively represents and warrants that it has the
         authority to enter into this Agreement and to grant the rights that it
         respectively grants in it.

6.       DURATION OF THIS AGREEMENT

         All provisions of this Agreement shall not, so far as they have not
         been performed at completion, be in any respect extinguished or
         affected by completion or by any other event or matter whatsoever and
         shall continue in full force and effect.

7.       ASSIGNMENT

         RCI may assign this Agreement or any technology or right respectively
         assigned or granted under it.

8.       COSTS AND EXPENSES

         All costs and expenses (including without limitation, legal or other
         professional fees, taxes and stamp duties) incurred in the preparation,
         negotiation and execution of this Agreement and related documents shall
         (whether or not there is completion), be borne by the respective
         parties accordingly.

9.       NOTICES

         Any notice or request to be given, made or served for any purpose under
         this Agreement shall be in writing and given, made or served by sending
         the same by prepaid post or delivering it by hand or sending it by
         facsimile transmission addressed to the parties at their respective
         addresses or facsimile numbers, respectively, set out on the execution
         page or as shall have been notified (in accordance with this Clause) to
         the other party hereto for the purposes of this Clause and shall be
         deemed to have been duly served (if by hand or made by facsimile
         transmission) immediately or (if served by post) 7 days after posting
         and in proving the same it shall be sufficient to show that the
         transmission report confirming receipt or the envelope containing the
         same was duly transmitted, addressed, stamped and posted (as the case
         may be).

                                      -5-
<PAGE>

10.      PREVIOUS AGREEMENTS AND AUTHORITY

         10.1     ENTIRE AGREEMENT : This Agreement and the documents referred
                  to herein state the entire agreement, whether oral or in
                  writing, between or among all or any of the parties hereto
                  with respect to the RCI Technology. The rights of AMS to grant
                  licenses or sublicenses under the RCI Technology is hereby
                  terminated.

         10.2     AMENDMENTS : No amendment or variation of this Agreement shall
                  be effective unless in writing and signed by or on behalf of
                  each of the parties hereto.

         10.3     AUTHORITY : Each party represent and warrants that as of the
                  Completion Date it has the full legal right, power and
                  authority to enter into and perform this Agreement.

11.      REMEDIES

         No remedy conferred by any of the provisions of this Agreement is
         intended to be exclusive of any other remedy which is otherwise
         available at law, in equity, by statute or otherwise, and each and
         every other remedy shall be cumulative and shall be in addition to
         every other remedy given hereunder or now or hereafter existing at law,
         in equity, by statute or otherwise. The election of any one or more of
         such remedies by any of the parties hereto shall not constitute a
         waiver by such party of the right to pursue any other available
         remedies.

12.      SEVERANCE

         If any provision of this Agreement or part thereof is rendered void,
         illegal or unenforceable by any legislation to which it is subject, it
         shall be rendered void, illegal or unenforceable to that extent and no
         further.

13.      ARBITRATION AND APPLICABLE LAW

         13.1     Any dispute arising out of or in connection with this
                  contract, including any question regarding its existence,
                  validity or termination, shall be referred to and finally
                  resolved by arbitration in Singapore in accordance with the
                  Arbitration Rules of Singapore International Arbitration
                  Centre ("SIAC Rules") for the time being in force, which rules
                  are deemed to be incorporated by reference to this clause.

IN WITNESS WHEREOF this Agreement has been entered into the day and year first
above written.

                                      -6-
<PAGE>




SIGNED by                           )
                                    )
for and on behalf of                )
ADAPTEC MFG (S) PTE LTD             )
in the presence of:-                )
                                    )







SIGNED by                           )
                                    )
for and on behalf of                )
ROXIO CI LTD.                       )
in the presence of:-                )
                                    )



For purposes of the transfers provided to Roxio CI Ltd. hereunder, Adaptec, Inc.
as a party to the Technology Research and Development Cost and Risk Sharing
Agreement by and between Adaptec, Inc. and AMS, dated September 1, 1995, hereby
acknowledges and affirms this Agreement as if a party hereto.


SIGNED by                           )
                                    )
for and on behalf of                )
ADAPTEC, INC.                       )
in the presence of:-                )
                                    )



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