8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 31, 2007

Imation Corp.

(Exact name of registrant as specified in its charter)

DELAWARE	1-14310	41-1838504
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification Number)

1 IMATION WAY
OAKDALE, MINNESOTA	55128
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code:	(651) 704-4000

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Exhibit 10.1

Exhibit 10.2

Exhibit 10.3

Exhibit 10.4

Item 1.01 Entry into a Material Definitive Agreement.

     On July 31, 2007, Imation completed the acquisition of substantially all of the assets, relating to the marketing, distribution and sale, including customer service and support of removable recording media products, accessory products and ancillary products under the TDK brand name (the TDK Recording Media Business), from TDK Corporation, a Japanese corporation (TDK) pursuant to an Acquisition Agreement dated April 19, 2007, between Imation and TDK (the Acquisition Agreement).

     The purchase price for the TDK Recording Media Business was approximately $260 million in a combination of cash and stock. Imation issued to TDK 6.8 million shares of Imation common stock, representing 16.6 percent of shares outstanding after issuance of the shares to TDK. The shares are valued at $31.75 based on the market value immediately prior to closing. Imation also paid $29.5 million in cash to TDK. The purchase price includes approximately $13 million for customary closing costs, advisory fees and a payment made to a third party to acquire their minority interest in a TDK international subsidiary. Additional cash consideration of up to $70 million may be paid by Imation to TDK based on future financial performance of the acquired business.

     As provided in the Acquisition Agreement, Imation acquired substantially all of the assets of the TDK Recording Media Business, including the capital stock of TDK’s operating subsidiaries engaged in the TDK Recording Media Business, and use of the TDK brand name for current and future recording media products including magnetic tape, optical media, flash media and accessories. Approximately 350 TDK employees in the TDK Recording Media Business transferred to Imation upon closing and additional TDK employees will provide transitional services to Imation for a period of time.

Investor Rights Agreement

     As a result of the transaction, TDK became the largest shareholder of Imation, and TDK will have a right to nominate a representative to serve on the Imation Board of Directors. Pursuant to an Investor Rights Agreement, dated July 31, 2007, TDK’s ownership stake will be permitted to increase up to 21 percent of Imation common stock on a fully diluted basis through open market purchases. TDK received certain preemptive rights and registration rights, and TDK agreed to a standstill on further acquisitions of Imation common stock above the 21 percent threshold (except as a result of stock repurchases initiated by Imation, in which event TDK’s ownership will not be permitted to exceed 22 percent of the then outstanding shares). TDK also agreed to a voting agreement with respect to certain matters presented to Imation shareholders and a three-year lock-up on sales of the Imation shares acquired in the transaction.

Trademark License Agreements

     TDK and Imation also entered into two long-term Trademark License Agreements, dated July 31, 2007, with respect to the TDK brand, which TDK will have the right to terminate at the end of 25 years (10 years in the case of headphones, speakers or wholly new products) or earlier in the event of a material breach of the Trademark License Agreement, change of control, divestiture or default by Imation. One of the agreements licenses the trademark to Imation for the U.S territory, while the other licenses the trademark to an Imation affiliate outside the U.S. The trademark licenses provide Imation exclusive use of the TDK LIFE ON RECORD logo for marketing and sales of current and successor magnetic tape, optical media, and flash memory products, certain accessories, headphones and speakers, and certain future removable recording media products. TDK will continue its R&D and manufacturing operations for recording media products including audio, video and data storage tape, and Blu-ray optical discs, which TDK will supply to Imation as well as its other OEM customers.

Supply Agreement

     Imation also entered into a Supply Agreement, dated July 31, 2007, with TDK to purchase Imation’s requirements of removable recording media products and accessory products for resale under the TDK brand to the extent TDK can supply such products on competitive terms, and TDK agreed not to sell any such products to third parties for resale under the TDK brand during the term of the Trademark License Agreement. The Supply Agreement will continue for the greater of five years or for so long as TDK manufactures and continues to sell any of the products.

     A copy of the Acquisition Agreement was filed as Exhibit 2.1 to Imation’s Current Report on Form 8-K filed on April 25, 2007 and is incorporated herein by reference. A copy of the Investor Rights Agreement, Trademark License Agreement, IMN Trademark License Agreement and Supply Agreement are filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4 and are incorporated herein by reference. The foregoing descriptions of the Investor Rights Agreement, Trademark License Agreement, IMN Trademark License Agreement and Supply Agreement are qualified in their entirety by reference to the full text of those agreements.

Item 2.01 Completion of Acquisition or Disposition of Assets.

     On July 31, 2007, Imation completed the acquisition of substantially all of the assets of the business of TDK relating to the TDK Recording Media Business pursuant to an Acquisition Agreement, dated April 19, 2007, between Imation and TDK.

     The information set forth above under Item 1.01 is also intended to be disclosed under this Item 2.01 and is hereby incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a)	Financial Statements of Businesses Acquired.
	The required financial statements of TDK Recording Media Business are not included in this Current Report on Form 8-K. These financial statements will be provided in an amendment to this Current Report on Form 8-K as soon as practicable, but not later than October 17, 2007.
(b)	Pro Forma Financial Information.
	The required pro forma financial information relative to the acquisition of assets of the TDK Recording Media Business is not included in this Current Report on Form 8-K. The pro forma financial information will be provided in an amendment to this Current Report on Form 8-K as soon as practicable, but not later than October 17, 2007.
(d)	Exhibits.

10.1	Investor Rights Agreement, dated July 31, 2007, by and between Imation Corp. and TDK Corporation
10.2*	Trademark License Agreement, dated July 31, 2007, by and between Imation Corp. and TDK Corporation
10.3*	IMN Trademark License Agreement, dated July 31, 2007, by and between IMN Data Storage Holdings C.V. and TDK Corporation
10.4*	Supply Agreement, dated July 31, 2007, by and between Imation Corp. and TDK Corporation

* Pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, confidential portions of this exhibit have been deleted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Imation Corp. (REGISTRANT)
Date: August 3, 2007	By:	/s/ Paul R. Zeller
		Paul R. Zeller
		Vice President, Chief Financial Officer

EX-10.1

Exhibit 10.1

IMATION CORP.

INVESTOR RIGHTS AGREEMENT

     This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of July 31, 2007, by and between Imation Corp., a Delaware corporation (the “Company”), and TDK Corporation, a Japanese corporation (the “Investor”).

RECITALS

     WHEREAS, the Investor and the Company are parties to an Acquisition Agreement, dated as of April 19, 2007 (the “Acquisition Agreement”), providing for the issuance and sale of certain shares of common stock of the Company, par value $.01 per share (“Common Stock”), in consideration of the Investor’s transfer to the Company of certain assets relating to the sale, service and support of optical, magnetic tape and flash memory recordable media products, as more fully described in the Acquisition Agreement;

     WHEREAS, the obligations of the Company and the Investor under the Acquisition Agreement are conditioned, among other things, upon the execution and delivery of this Agreement by the Investor and the Company;

     NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:

ARTICLE I

BOARD REPRESENTATION

     1.1 Investor Nominee Appointment Right. Until such time as ninety (90) days have elapsed after the occurrence of a Nomination Forfeiture Event without cure by the Investor of such event (the “Forfeiture Date”), the Investor shall have the right to designate one employee or director of TDK or any Affiliate of TDK as a nominee to stand for election as a director of the Company (the “Investor Nominee”). Promptly after TDK has designated an Investor Nominee and the Investor Nominee has been approved by the Company’s board of directors (the “Board”) as provided below, the Company shall increase the size of the Board by one member and fill the resulting vacancy in accordance with the Company’s bylaws by designating the Investor Nominee as a director of the Class whose term will expire at the next annual meeting of stockholders. Thereafter, the Board shall recommend to the Company’s stockholders to vote to elect the Investor Nominee at the next stockholders’ meeting and at each subsequent stockholders’ meeting at which directors of that Class are elected. The foregoing nomination right will be subject to the Company’s generally applicable policies with respect to the qualification of Board nominees under the Company’s Corporate Governance Guidelines, as may be amended from time to time (the “Board Qualifications”); provided, that (i) in the event that a proposed Investor Nominee is rejected by the Board’s Nominating and Governance Committee, (A) the Board will not nominate any person not designated by the Investor to stand for election in place of the rejected Investor Nominee and (B) the Investor shall have the right to nominate a replacement candidate, until such time as an Investor Nominee that meets the Board Qualifications is put forward by the Investor, and (ii) the Company shall not revise or amend the Board Qualifications or the qualifications and procedures set forth in the Company’s Corporate Governance Guidelines in a manner that has the intent or effect of materially adversely affecting the Investor’s ability to designate the Investor Nominee (by for instance, adding requirements that all directors meet citizenship or independence requirements that would disqualify the Investor’s most probable nominees). Any Investor Nominee included within the slate of director nominees presented to the stockholders for election shall remain subject to the required affirmative vote of the Company’s stockholders in accordance with the Company’s bylaws, as may be amended from time to time.

     1.2 Responsibilities of Investor Nominee. Any Investor Nominee duly elected to the Board shall be subject to the Company’s bylaws, charters, guidelines, codes of conduct, policies and procedures and the laws of the State of Delaware governing the fiduciary responsibilities of directors to the same degree as other members of the Board, and may be removed for cause under applicable law. Any Investor Nominee duly elected to the Board shall be treated the same as an “employee director” for purposes of director compensation.

     1.3 Vacancies. At any time prior to a Nomination Forfeiture Event, if an Investor Nominee who has been duly elected to the Board resigns from the Board, is removed for cause under applicable law, dies or otherwise cannot or is not willing to stand for reelection or to continue to serve as a member of the Board, the remaining members of the Board shall take all commercially reasonable actions to cause the vacancy to be filled, prior to or concurrent with any further meeting or action by the Board, by a new Investor Nominee.

     1.4 Nomination Forfeiture Event. A “Nomination Forfeiture Event” shall occur when:

          (a) as a result of voluntary sales of Common Stock by the Investor, the number of shares of Common Stock held by the Investor drops below seventy-five percent (75%) of the Initial Share Number;

          (b) as a result of the Investor’s failure to exercise its Preemptive Rights and any voluntary sales by the Investor of Common Stock, the number of Issued Shares held by the Investor drops below ten percent (10%) of the total number of issued and outstanding shares of Common Stock;

          (c) that certain Trademark License Agreement, dated as of the date hereof between the Company and the Investor (the “Trademark License”), is terminated for any reason; or

          (d) as a result of a breach by Investor of Section 4.3 or 4.4 of this Agreement; provided, that a breach of Section 4.3 of this Agreement shall not constitute a Nomination Forfeiture Event unless either (i) the Investor shall have affirmatively voted its voting Securities in contravention of the provisions of that Section or (ii) the Investor, having been given express written notice by the Company in the form of attached Exhibit B (an “Express Notice”) and in accordance with the applicable terms of Section 6.19, shall have failed to vote its voting Securities with respect to a proposal as to which it is required to vote under Section 4.3 and, in the case of a proposal described in Section 4.3(a) but not otherwise, such failure to vote shall have adversely affected the outcome of the stockholder vote on such proposal from the Company’s perspective (i.e., caused a proposal as to which the Board recommended a vote “against” to succeed, or a proposal as to which the Board recommended a vote “for” to fail).

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Notwithstanding anything to the contrary in Section 1.1, if a Nomination Forfeiture Event occurs as a result of clause (c) or (d) above, Investor’s right to nominate an Investor Nominee shall terminate immediately, and Investor shall cause any Investor Nominee who has been duly elected and is then serving as a director of the Company to submit his resignation as a director of the Company with immediate effect. For purposes of this Section 1.4, the number of Shares of Common Stock held by the Investor shall include all shares of Common Stock issued to the Investor and its Affiliates at Closing.

     1.5 Information Rights.

          (a) For so long as the Investor has a duly elected representative serving on the Board, the Company shall be required to provide such director with all information made available to other Board members, as and when it is made available to other Board members; provided, however, the Company shall not be obligated to provide such director with information that is only made available to members of a duly constituted committee of the Board of which such director is not a member.

          (b) Notwithstanding the occurrence of an uncured Nomination Forfeiture Event other than pursuant to Section 1.4(d), for so long as the Trademark License remains in effect, and subject to the provisions of Section 6.3 of this Agreement, the Company shall provide the Investor (i) reasonable notice of, and reasonably detailed information regarding, any discussions, negotiations, or correspondence regarding any proposed transaction that could be expected to result in a Change of Control of the Company (a “Proposed Transaction”), including any material changes to terms previously notified to Investor, and (ii) a reasonable opportunity to propose alternatives thereto to the Board for the Board’s consideration. In addition, in the event that the Company or its advisors conducts (i) any form of “market check” process in connection with exploration of or discussion, negotiations or correspondence regarding a Proposed Transaction, or (ii) any form of formal or informal auction process, then, in either case, the Company agrees that the Investor will be one of the parties contacted in the first instance. The rights of the Investor under this Section 1.5(b) shall terminate immediately in the event of a Nomination Forfeiture Event described in Section 1.4(d).

          (c) For the purposes of Section 1.5(b), a “Change of Control” with respect to the Company means any of the following transactions as a result of which the Company is under the direct or indirect control of any Person, whether singly or as a part of a 13D Group:

               (i) the acquisition by any Person, as a result of one transaction or a series of transactions over time, of voting Securities representing, directly or indirectly, more than fifty percent (50%) of the aggregate voting rights of the Company; or

               (ii) the Company’s consolidation with or merger with or into another Person, whether or not the Company is the surviving entity in such transaction, unless, immediately after such consolidation or merger, shareholders of the Company prior to the transaction continue to own voting securities representing, directly or indirectly, more than fifty percent (50%) of the aggregate voting rights of such new or surviving entity.

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ARTICLE II

PREEMPTIVE RIGHTS

     2.1 Preemptive Rights.

          (a) If the Company proposes to sell any Common Stock or any other Securities, however described or whether voting or non-voting, other than Exempted Securities (“Additional Securities”), whether in a private placement, a public offering, or as part of an acquisition, share exchange or otherwise, the Company shall, at least thirty (30) days prior to issuing such Additional Securities, notify the Investor in writing of such proposed issuance specifying, to the extent practicable, the purchase price or a range for the purchase price, if any, for, and the terms and conditions of, such Additional Securities and shall offer to sell such Additional Securities to the Investor in the amounts set forth in Section 2.1(c), upon the terms and conditions set forth in the notice and at the Purchase Price as provided in Section 2.1(d) (the “Preemptive Rights”); provided, that, if the purchase price for, or any of the other material terms and conditions of, the proposed issuance are not known at the time of the initial written notice, the Company shall provide such notice without specifying the price or other such terms and conditions, and shall provide a supplemental notice, adding the missing terms, to the Investor as soon as they are known to the Company, and in no event later than ten (10) Business Days prior to such issuance. For purposes of calculating the number of Additional Securities issued pursuant to this Section 2.1(a), such calculation shall include the maximum number of shares of Common Stock and other Securities issuable upon the conversion or exercise of any convertible or exchangeable Securities.

          (b) If the Investor wishes to subscribe for a number of Additional Securities less than the number to which it is entitled under this Section 2.1, the Investor may do so and shall, in the notice of exercise of the offer, specify the number of Additional Securities that it wishes to purchase.

          (c) The Company shall offer the Investor all, or any portion specified by the Investor in accordance with Section 2.1(b), of an amount of such Additional Securities such that, after giving effect to the proposed issuance (including the issuance to the Investor pursuant to the Preemptive Rights and including any related issuance resulting from the exercise of preemptive or similar rights by any unrelated Person with respect to the same issuance that gave rise to the exercise of the Preemptive Rights by the Investor), the Investor’s Equity Interest after such issuance would equal the Investor’s Equity Interest immediately prior to such issuance, such number of Additional Securities to constitute the “Preemptive Share Amount”. If, at the time of the determination of any Preemptive Share Amount under this Section 2.1(c), any other Person has preemptive or other equity purchase rights similar to the Preemptive Rights, such Preemptive Share Amount shall be recalculated to take into account the amount of Additional Securities such Persons have committed to purchase, rounding up such Preemptive Share Amount to the nearest whole Additional Security.

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          (d) The “Purchase Price” for the Additional Securities to be issued pursuant to the exercise of Preemptive Rights shall be payable only in cash (unless otherwise agreed by the Company and the Investor) and, except as otherwise set forth below, shall equal per Additional Security the per Security issuance price for the Additional Securities giving rise to such Preemptive Right. In the case of any issuance of Additional Securities other than solely for cash, the Company and the Investor shall in good faith seek to agree upon the value of the non-cash consideration; provided, that the value of any publicly traded securities shall be deemed to be the closing price of such securities on the applicable national securities exchange as of the trading date immediately prior to the consummation of such issuance. If the Company and the Investor fail to agree on such value during the period contemplated by the first sentence of Section 2.2, then the Company will refer the items in dispute to a nationally recognized investment banking firm that is selected by the Board and reasonably acceptable to the Investor and that shall be instructed to make a final and binding determination of the fair market value of such items within ten (10) Business Days. If such a determination is required, the deadline for the Investor’s exercise of its Preemptive Rights with respect to such issuance pursuant to Section 2.1(b) shall be extended until the fifth (5th) Business Day following the date of such determination. Whichever of the Company or the Investor whose last estimate differed the most from that finally determined by the investment banking firm shall be responsible for and pay all of the fees and expenses of such investment banking firm. All determinations made by such investment banking firm shall be final and binding on the Company and the Investor.

     2.2 Exercise Period. The Preemptive Rights set forth in Section 2.1 must be exercised by acceptance in writing of an offer referred to in Section 2.1(a), (i) if not in connection with a registered offering, within thirty (30) days of receiving notice from the Company of its intention to sell Additional Securities, or (ii) in connection with any registered offering, at least five (5) Business Days prior to the printing of the preliminary prospectus in connection with such offering. The closing of any purchase of Additional Securities pursuant to the exercise by the Investor of Preemptive Rights hereunder shall occur on the later of (i) the closing of the transaction triggering such Preemptive Rights, subject to the receipt of any necessary Governmental Approvals to which the issuance of Additional Securities is subject, and (ii) should either the Company or the Investor so elect, an agreed date within thirty (30) days after such closing.

     2.3 Survival of Rights. The Investor’s rights set forth in Section 2.1 shall terminate when:

          (a) as a result of voluntary sales of Common Stock by the Investor, the number of shares of Common Stock held by the Investor drops below seventy-five percent (75%) of the Initial Share Number;

          (b) as a result of the Investor’s failure to exercise its Preemptive Rights and any voluntary sales by the Investor of Common Stock, the number of Issued Shares held by the Investor drops below ten percent (10%) of the total number of issued and outstanding shares of Common Stock; or

          (c) the Trademark License is terminated for any reason.

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ARTICLE III

REGISTRATION RIGHTS

     3.1 Registration Rights.

          (a) Demand Rights.

               (i) At any time after the end of the Lock-Up Period, the Investor shall have the right to request the Company to file a registration statement under the Securities Act for a public offering of all or part of the Issued Shares and any additional shares of Common Stock issued or distributed by way of a dividend, stock split or other distribution, or acquired by way of any rights offering or similar offering made, in respect of the Issued Shares (the “Registrable Securities”), by delivering written notice thereof to the Company specifying (x) the number of Registrable Securities to be included in such registration, and (y) the intended method of distribution thereof (the “Demand Registration Request”). Thereupon the Company shall, as expeditiously as possible, use its commercially reasonable efforts to effect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register in the Demand Registration Request. The Investor may require the Company to file such registration statement with the SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) (a “Shelf Registration”). The demand registration rights granted in this Section 3.1(a)(i) are subject to the following limitations:

                    (1) The aggregate offering price (net of known or estimated underwriting discounts and commissions) for the shares of Registrable Securities to be included in such registration shall be at least ten million Dollars ($10,000,000) based on the current market price of the Common Stock at the time of such initial filing;

                    (2) The Company shall not be obligated to effect any registrations pursuant to this Section 3.1(a)(i) within nine (9) months of the effective date of any other registration under the Securities Act, other than a registration on Form S-8 under the Securities Act;

                    (3) The Company shall not, under any circumstances, be obligated to effect more than two (2) registrations pursuant to this Section 3.1(a), no more than one of which may be exercised in any twelve (12)-month period; and

                    (4) The Company may postpone for up to ninety (90) days the filing or the effectiveness of a registration statement for a Demand Registration Request if the Company furnishes to the Investor a certificate signed by the Chief Financial Officer of the Company stating that the disclosures that would be required in such registration statement would reasonably be expected to have a material adverse effect on, or require the public disclosure of, any proposal or plan by the Company to engage in a significant financing or acquisition of assets (other than in the ordinary course of business), or any merger, consolidation, tender offer, or reorganization; provided, that, in such event, the Investor shall be entitled to withdraw such Demand Registration Request and, if such request is withdrawn, such request shall not count as one of the permitted Demand Registration Requests hereunder.

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          (ii) If the Investor intends to distribute the Registrable Securities covered by the Demand Registration Request by means of an underwriting, the Investor shall so advise the Company in the Demand Registration Request, and in such event, the Investor shall negotiate in good faith with an underwriter or underwriters selected by the Company to act as the managing underwriter in connection with such underwriting; provided, however, that if the Investor has not agreed with such underwriter or underwriters as to the terms and conditions of such underwriting within twenty (20) days following commencement of such negotiations, then the Company may select an underwriter or underwriters of its choice to be the managing underwriter, which choice shall be subject to the approval of the Investor (such approval not to be unreasonably withheld or delayed). The Company and the Investor shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting (it being understood that all indemnification obligations which are customarily those of the issuer of securities under such underwriting agreement shall be the obligations of the Company).

          (iii) If the Investor intends to distribute the Registrable Securities covered by the Demand Registration Request by means of an underwriting and the managing underwriters advise the Company in writing, with a copy to be delivered to the Investor, that, in their opinion, the number of Registrable Securities requested to be included in such offering exceeds the number of securities which can be sold therein without materially adversely affecting the marketability of the offering and within a price range acceptable to the Investor, the Company shall include in such registration the Registrable Securities requested to be included which in the opinion of such underwriters can be sold without materially adversely affecting the marketability of the offering; provided, that, in the event that the number of Registrable Securities included in such registration is so reduced, such registration shall not count as one of the permitted Demand Registration Requests hereunder.

     (b) Piggyback Rights.

          (i) If at any time and from time to time after the end of the Lock-Up Period the Company proposes to effect a registration of any of its securities under the Securities Act (other than any registration of Securities on Forms S-4 or S-8 or any successor forms), for its own account, or for the account of one or more shareholders (other than pursuant to a Demand Registration Request) (the “Proposed Registration”), the Company shall give prompt written notice to the Investor of the Company’s intention to do so. If the Investor’s Registrable Securities have not been included in the Proposed Registration, and within thirty (30) days of the receipt of any such notice, Investor delivers to the Company a written notice requesting to have any or all of the Registrable Securities included in the Proposed Registration (such notice to include the number of Registrable Securities that the Investor wishes to be included in the Proposed Registration), the Company will use its commercially reasonable efforts to cause such shares to be registered as requested in such notice. Notwithstanding any other provision of this Section 3.1(b), if the Proposed Registration is an underwritten registration and the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the Company may limit the number of shares of Registrable Securities to be included in the Proposed Registration without requiring any limitation in the number of shares to be registered on behalf of the Company; provided, however, that the number of Registrable Securities included in the Proposed Registration pursuant to this Section 3.1(b) may not be reduced to less than thirty percent (30%) of the total amount of shares subject to the offering; provided, further, that nothing herein shall prevent the Company from canceling or withdrawing any Proposed Registration prior to the filing or effectiveness thereof.

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          (ii) If underwriters are appointed to conduct an offering of the Company’s securities, including Registrable Securities, with respect to the Proposed Registration, no Registrable Securities shall be registered unless the Investor accepts the terms of the underwriting as approved by the Company for the offering; provided, that the Investor may independently negotiate with the underwriters for the offering any representations and warranties that the Investor will give to such underwriters in connection with the offering. In the event that the Investor is unable to agree with such underwriters on such representations and warranties or does not accept the terms of such underwriting, then the Company may proceed with the Proposed Registration without the participation of the Investor or the inclusion of any Registrable Securities; provided, further, that such non-participation of the Investor shall not in any way affect its rights under this Section 3.1 with respect to subsequent demands for registration of any Registrable Securities.

     3.2 Holdback Agreements. Investor shall not effect any public sale or distribution (including sales pursuant to Rule 144) of Securities of the Company or engage in any hedging transactions relating to the same, during the thirty (30) days prior to and the 90-day period beginning on the effective date of any underwritten registration pursuant to a Demand Registration Request or any underwritten Proposed Registration, in each case pursuant to which Investor’s Registrable Securities are included, unless the underwriters managing the registered public offering agree otherwise.

     3.3 Effectiveness of Registration Statement. The Company shall notify Investor of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than one hundred twenty (120) days (or until the distribution described in the registration statement has been completed) (or, in the case of a Shelf Registration, a period ending on the earlier of (i) the date on which all Registrable Securities have been sold pursuant to the Shelf Registration or have otherwise ceased to be Registrable Securities, and (ii) the 24-month anniversary of the effective date of such Shelf Registration) and comply with the provisions of the Securities Act with respect to the disposition of securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement; provided, however, that at any time, upon written notice to Investor and for a period not to exceed sixty (60) days thereafter (the “Suspension Period”), the Company may suspend the use or effectiveness of any registration statement (and the Investor agrees not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period) if the Company reasonably believes that the Company may, in the absence of such suspension hereunder, be required under state or federal securities laws to disclose any corporate development the disclosure of which could reasonably be expected to have a material adverse effect upon the Company, its stockholders, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto. No more than two (2) such Suspension Periods shall occur in any twelve (12) month period. In the event that the Company shall exercise its rights hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period. The Company may extend the Suspension Period for an additional consecutive thirty (30) days with the written consent of the Investor. If so directed by the Company, Investor shall use its commercially reasonable efforts to deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in Investor’s possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. Investor agrees to comply with any prospectus delivery and/or notice requirements under the Securities Act then in effect, and agrees to not use any “free-writing” prospectus in connection with the sale of any Registrable Securities.

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     3.4 Registration Expenses. The Company shall pay the expenses associated with registrations pursuant to this Article III (including all registration, filing, qualification fees, printing expenses, fees and expenses of the Company’s counsel and of one counsel to the Investor and auditing expenses) and all related offering expenses (including printing expenses, road show costs and other marketing expenses). The Investor shall bear the cost of any underwriting discounts or commissions for the offering and sale of the Investor’s Registrable Securities.

     3.5 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC which may at times permit the sale of Registrable Securities to the public in the United States without registration after the Lock-Up Period, the Company agrees to use its commercially reasonable efforts to:

          (a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act;

          (b) File, as and when applicable, with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act; and

          (c) Furnish to the Investor forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and the Exchange Act, a copy of the most recent annual or quarterly (or other periodic) report of the Company, and such other reports of the Company as the Investor may reasonably request in availing itself of any rule or regulation of the SEC allowing the Investor to sell any such securities without registration.

ARTICLE IV

OTHER AGREEMENTS

     4.1 Standstill.

          (a) From the date hereof through the date when (i) as a result of voluntary sales of Common Stock by the Investor, the number of shares of Common Stock held by the Investor drops below seventy-five percent (75%) of the Initial Share Number or (ii) as a result of the Investor’s failure to exercise its Preemptive Rights and any voluntary sales by the Investor of Common Stock, the number of Issued Shares held by the Investor drops below ten percent (10%) of the total number of issued and outstanding shares of Common Stock (the “Standstill Period”), the Investor agrees that it will not, without the prior written consent of the Company, directly or indirectly, alone or in concert with any other Person, acquire, offer to acquire, or agree to acquire, by purchase, gift, business combination or otherwise, beneficial ownership of any Common Stock in excess of twenty-one percent (21%) (the “Standstill Threshold”) of the Common Stock then outstanding; provided, however, that the Company shall, as soon as reasonably practicable, inform the Investor of any change in the number of outstanding shares of Common Stock since the last Public Disclosure of the total issued and outstanding Common Stock of the Company in excess of one quarter of one percent (0.25%). .

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          (b) Notwithstanding any provision of Section 4.1(a), the Investor shall not be in breach of that section if, solely as a result of repurchases by the Company of its outstanding Common Stock, the Investor becomes the Beneficial Owner of shares of Common Stock in excess of the Standstill Threshold, provided that it does not retain beneficial ownership of shares representing in the aggregate more than twenty-two percent (22%) of the Common Stock then outstanding (the “Investor Threshold”).

          (c) If Investor should become the Beneficial Owner of Common Stock in violation of either Section 4.1(a) or Section 4.1(b), Investor shall, as soon as it becomes aware of any such violation, give prompt notice to the Company of such violation. Immediately upon its giving of any such notice, or upon its receipt of any notice of such violation from the Company, the Investor shall, and shall cause its Affiliates to, refrain from acquiring beneficial ownership of any additional shares of Common Stock and within ten (10) Business Days after its giving or receipt of such notice shall, and shall cause its Affiliates to, dispose of Common Stock such that Investor shall not beneficially own Common Stock in excess of the Standstill Threshold; provided, however, that any sales required hereunder will not be taken into account for a period of five (5) years thereafter in determining whether a Nomination Forfeiture Event shall have occurred.

          (d) Prior to the Closing of the transactions contemplated by the Acquisition Agreement, the Company has amended Section 1(a) of the Rights Agreement dated June 21, 2006 (the “ Share Rights Plan”) to read in its entirety as set out in the First Amendment to Rights Agreement annexed as Schedule 3 hereto (the “Rights Plan Amendment”). The Company agrees that changes effected by the Rights Plan Amendment will be maintained in effect, and the Share Rights Plan shall not without the prior written consent of the Investor be further amended or revised to change the Standstill Threshold or the Investor Threshold or affect the ability of the Investor to maintain its level of investment in the Company until the end of the Standstill Period.

     4.2 Lock-Up.

          (a) The Investor shall not sell, transfer, pledge, encumber or otherwise dispose of any Issued Shares for three (3) years following the Effective Date (the “Lock-Up Period”), excluding any sale or other transfer (i) to an Affiliate (by the Investor or another Affiliate of the Investor) that agrees in writing to be bound by the terms of this Agreement, including without limitation this Section 4.2, or (ii) for the purposes of complying with the terms of this Agreement, unless (x) such transaction is approved in advance by a majority of the Company’s independent directors and (y) such third Person agrees in writing to be bound by the terms of this Agreement, including without limitation this Section 4.2; provided, that, subject to the Investor’s compliance with the terms of Section 4.1, the foregoing shall not apply to any direct or indirect transfer of Issued Shares to the Investor by an Affiliate of the Investor. Any stock certificates representing the Issued Shares shall bear a legend substantially in the form below:

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“The securities represented by this certificate may only be transferred pursuant to the provisions of an Investor Rights Agreement, dated as of July 31, 2007, as amended from time to time, between the issuer and TDK, copies of which are on file at the principal office of the issuer.”

          (b) Prior to any sale by the Investor of any of Issued Shares during the Standstill Period, Investor shall give the Company at least ten (10) days’ advance notice in writing, and the Investor and the Company shall negotiate in good faith and agree on limitations on the volume of any such sales on the open market; provided, however, that such limitations shall be no greater than is necessary to maintain an orderly market for the Company’s Common Stock; provided, further, that any limitation shall not apply in the case of Investor’s exercise of any of the Investor’s registration rights set forth in Article III.

          (c) Any sale, transfer or other disposition made in violation of Section 4.2(a) shall be null and void, and the Company shall not register any such sale, transfer or other disposition in its books and records.

     4.3 Agreement to Vote.

          (a) At each annual or special stockholders’ meeting held or otherwise conducted at any time prior to the end of the Standstill Period, Investor shall vote (or cause to be voted), in person or by proxy, all voting Securities that Investor or any of its Affiliates owns or has the right to vote:

               (i) in favor of the election of each director nominee included on the slate of director nominees proposed, recommended or otherwise supported by the Board;

               (ii) against any slate of directors or nominees for director that shall be proposed in opposition or as an alternative to the slate of director nominees proposed, recommended or otherwise supported by the Board;

               (iii) in favor of any equity compensation plan or amendment thereof proposed or recommended by the Board;

               (iv) in favor of any recapitalization of the Company for the purpose of forming a holding company or to effect a change in the Company’s state of incorporation if proposed or recommended by the Board; and

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               (v) in accordance with the recommendation of the Board as to proposals submitted to the vote of stockholders of the Company with respect to the compensation or benefits of directors, officers or employees of the Company, concerning federal or state statutes relating to business combinations, fair price or control share acquisitions, or concerning the adoption, amendment or termination of a share rights plan.

          (b) The Investor may vote (or cause to be voted), in person or by proxy, any voting Securities owned by it or any of its Affiliates (or that any of them have the right to vote) as it determines in its sole discretion with respect to any of the following matters which are presented at a meeting of stockholders of the Company for approval: (i) any transaction which could result in a Change of Control with respect to the Company; (ii) any disposition by the Company of all or substantially all of its assets; (iii) any matters relating to or concerning the continued publicly traded nature of the Company; (iv) any recapitalization of the Company (other than a recapitalization for the purpose of forming a holding company or to effect a change in the Company’s state of incorporation proposed or recommended by the Board); (v) any liquidation of, or consolidation involving, the Company; (vi) any increase in the Company’s authorized shares or other amendment to the Certificate of Incorporation or Bylaws of the Company; or (vii) any transaction not otherwise provided for in this paragraph (b) that could reasonably be expected to have a material effect on Investor’s investment in the Company. Notwithstanding the foregoing, the Investor shall vote (or cause to be voted), in person or by proxy, all such voting Securities owned by it or any of its Affiliates (or that any of them have the right to vote) against any matters submitted to the stockholders of the Company (A) which relate to the matters set forth in items (i) through (vii) above, and (B) with respect to which the Board has recommended against approval.

          (c) The Investor shall be present, in person or by proxy, and without further action hereby agrees that it shall be deemed to be present, at all meetings of stockholders of the Company so that all voting Securities beneficially owned by Investor shall be counted for purposes of determining the presence of a quorum at such meetings.

     4.4 No Instigation or Support of Proxy Contest or Stockholder Proposals. During the Standstill Period, and prior to receiving notice of a Proposed Transaction that the Board intends to recommend to the Company’s stockholders, Investor shall not, directly or indirectly, through one or more intermediaries acting on its behalf, singly or as part of a 13D Group, and shall cause each of its Affiliates not to, directly or indirectly:

          (a) instigate, support or in any way participate in any proxy contest or otherwise engage in the “solicitation” of “proxies” (as such terms are defined in Rule 14a-1 under the Exchange Act, whether or not such solicitation is exempt under Rule 14a-2 under the Exchange Act) with respect to any matter from holders of voting Securities (including by the execution of actions by written consent) in opposition to proposals or matters proposed, recommended or otherwise supported by the Board;

          (b) become a “participant” in any “election contest” (as such terms are defined or used in Rule 14-11 under the Exchange Act) with respect to the Company or solicit any consent or communicate with or seek to advise, encourage or influence any Person with respect to the voting of any voting Securities; provided, however, that Investor shall not be prevented hereunder from being a “participant” in support of the management of the Company by reason of the membership of Investor’s designee on the Company’s Board or the inclusion of Investor’s designee on the slate of nominees for election to the Board proposed by the Company;

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          (c) initiate or participate in the solicitation of, or otherwise solicit, stockholders for the approval of one or more stockholder proposals with respect to the Company as described in Rule 14a-8 under the Exchange Act or induce or attempt to induce any other Person to initiate any stockholder proposal relating to the Company;

          (d) form, join, encourage the formation of, negotiate with, intentionally provide any information to, or in any way participate in a 13D Group of Persons acquiring, holding, voting or disposing of any voting Securities which would be required under Section 13(d) of the Exchange Act and the rules and regulations thereunder to file a statement on Schedule 13D with the SEC as a “person” within the meaning of Section 13(d)(3) of the Exchange Act (or any successor statute or regulation);

          (e) form, join, encourage the formation of, negotiate with, intentionally provide any information to, or in any way participate in, any Person or group which owns or seeks or offers to acquire beneficial ownership of securities of the Company or rights to acquire such securities or for the purpose of circumventing any provision of this Agreement;

          (f) except as otherwise provided in Section 1.5(b), make any proposal, filing under the Exchange Act, or publicly announce its intention to make any proposal, to the Company or any stockholder of the Company with respect to a transaction which, in and of itself, and without regard to the Company’s response, would reasonably be expected to require that (i) the Company publicly announce its receipt of such proposal, or (ii) the Board consider alternative strategic transactions;

          (g) seek the removal of any of the directors other than the Investor Nominee;

          (h) call or seek to have called any meeting of the stockholders of the Company; or

          (i) assist, instigate or encourage any third party to take any of the actions enumerated in this Section 4.4.

ARTICLE V

TERM

     This Agreement shall become effective and enforceable immediately upon the closing of the transactions set forth in the Acquisition Agreement (the “Closing”), which shall be the date set forth above (the “Effective Date”). Except as otherwise provided with respect to specific sections of this Agreement, this Agreement shall terminate only upon the mutual agreement of the Company and Investor. If this Agreement is terminated pursuant to this Article V, all further obligations of each party hereto shall terminate without further liability or obligation of such party to the other, including liability for damages; provided, however, that no such termination shall relieve either party hereto from any liability for any breach of this Agreement arising prior to the termination date; provided, further, that the confidentiality provisions set forth in Section 6.3 shall survive any termination of this Agreement.

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ARTICLE VI

MISCELLANEOUS

     6.1 Certain Definitions. Capitalized terms used in this Agreement have the respective meanings set forth in Schedule 1.

     6.2 Interpretation. Unless otherwise indicated to the contrary in this Agreement by the context or use thereof: (a) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole and not to any particular Section, Article or paragraph hereof; (b) references in this Agreement to Sections, Articles or paragraphs refer to sections, articles or paragraphs of this Agreement; (c) headings of Sections are provided for convenience only and shall not affect the construction or interpretation of this Agreement; (d) words importing the masculine gender shall also include the feminine and neutral genders, and vice versa; (e) words importing the singular shall also include the plural, and vice versa; (f) the words “include”, “includes” and “including” shall be deemed to be followed in each case by the phrase “without limitation”; (g) any reference to a statute refers to the statute, any amendments or successor legislation, and all regulations promulgated under or implementing the statute, as in effect from time to time; (h) any reference to an agreement, contract or other document as of a given date means the agreement, contract or other document as amended, supplemented and modified from time to time through such date; (i) “$” and “Dollars” mean the lawful currency of the United States of America and any threshold set in Dollars herein shall be deemed to refer to the equivalent amount in any other currency, as the context may require; and (j) “or” shall include the meanings “either” or “both.”

     6.3 Confidentiality. The Investor and the Company acknowledge that, in connection with the operation of the Company and the performance of obligations under this Agreement, each of the Investor and the Company (each, in such capacity, a “Receiving Party”) has and will receive Confidential Information from the other (each, in such capacity, a “Disclosing Party”). For purposes of this Agreement, “Confidential Information” means (a) proprietary information (whether owned by the Disclosing Party or a third party to whom the Disclosing Party owes a non-disclosure obligation) or material non-public information regarding the Disclosing Party’s business; and (b) information which is marked as confidential at the time of disclosure to the Receiving Party or, if in oral form, is identified as confidential at the time of oral disclosure and reduced in writing or other tangible (including electronic) form including a prominent confidentiality notice and delivered to the Receiving Party within thirty (30) days of disclosure. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) was known to the Receiving Party, other than through prior receipt from the Disclosing Party, at the time of the disclosure by the Disclosing Party; (ii) has become publicly known through no wrongful act of the Receiving Party; (iii) has rightfully been received by the Receiving Party from a third party without a duty of nondisclosure; or (iv) has been independently developed by the Receiving Party. The Receiving Party agrees not to disclose any such Confidential Information, except (A) to its employees who are reasonably required to have the Confidential Information in connection with the business of the Company or this Agreement; (B) to its agents, representatives, lawyers and other advisers that have a need to know such Confidential Information; and (C) pursuant to, and to the extent of, a request or order by a Governmental Authority or as required by the rules of any applicable securities exchange (the Persons to whom such disclosure is permissible pursuant to clauses (A) and (B) being collectively referred to herein as the “Representatives”); provided, that the Receiving Party’s Representatives (i) are informed of the confidential and proprietary nature of the information and (ii) agree to be bound by and perform under the terms of this Section 6.3 or are otherwise so bound by applicable rules of professional conduct. Each Receiving Party agrees to take all reasonable measures to protect the secrecy and confidentiality of, and avoid disclosure or unauthorized use of, each Disclosing Party’s Confidential Information. The Receiving Party agrees to be responsible for any breach of this Section 6.3 by its Representatives. The Company acknowledges and agrees that the foregoing undertakings are sufficient to permit the Company to make the disclosures required to be made to the Investor pursuant to Section 1.5(b).

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     6.4 Affiliates. During the Standstill Period, Investor shall cause its Affiliates to comply with the terms of Sections 4.1 and 4.4 of this Agreement. During the Standstill Period, at any time that an Affiliate of Investor becomes a stockholder of the Company, such Affiliate shall agree in writing to be bound by the terms of this Agreement and, thereafter, Investor shall cause such Affiliate to comply with all other terms set forth in this Agreement.

     6.5 No Inconsistent Agreements. During the Standstill Period, Investor agrees not to grant any proxies or enter into any voting agreement or arrangement with any Person that would be inconsistent with the provisions of this Agreement or that would result in any voting Securities attributable to Investor being voted in any manner inconsistent with the provisions of this Agreement. Nothing contained herein shall be deemed to limit or otherwise affect any obligations of the Company or Investor under the Acquisition Agreement.

     6.6 Representations and Warranties of Investor. Investor represents and warrants to the Company as follows:

          (a) Investor is a corporation duly organized and validly existing under the laws of Japan.

          (b) Investor has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated to be performed by it hereby. The execution, delivery and performance by Investor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Investor. No approval of Investor’s stockholders is required in connection with Investor’s execution, delivery and performance of this Agreement and the consummation by Investor of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Investor and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes the legal, valid and binding agreement of Investor enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

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          (c) The execution and delivery of this Agreement by Investor do not conflict with any agreement, order or other instrument binding upon it, nor require any regulatory filing or approval.

     6.7 Representations and Warranties of the Company. The Company represents and warrants to Investor as follows:

          (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

          (b) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated to be performed by it hereby. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Investor, constitutes the legal, valid and binding agreement of the Company enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

          (c) The execution and delivery of this Agreement by the Company do not conflict with any agreement, order or other instrument binding upon it, nor require any regulatory filing or approval.

     6.8 Further Assurances. Each party hereto shall execute and deliver such additional instruments and other documents and shall take such further actions as may be necessary or appropriate to effectuate, carry out and comply with all of its obligations under this Agreement. Without limiting the generality of the foregoing, neither party hereto shall enter into any agreement or arrangement (or alter, amend or terminate any existing agreement or arrangement) if such action would materially impair the ability of such party to effectuate, carry out or comply with all the terms of this Agreement.

     6.9 No Assignment or Transfer. Neither party shall, or shall have the right to, assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other party; provided, that Investor may assign its registration rights under Article III hereof in connection with any permitted transfer of Issued Shares. Except as expressly provided herein, any purported assignment, sale, transfer, sublicense, delegation or other disposition by either party shall be null and void.

     6.10 Injunctive Relief. Each party hereto acknowledges that its breach of its obligations under this Agreement would cause the other party irreparable damage. Accordingly, the parties agree that in the event of such breach or threatened breach, in addition to remedies at law, the non-breaching party shall have the right to injunctive or other equitable relief, including specific performance of the terms and provisions hereof, without the necessity of posting any bond or other security, to prevent the other party’s violations of its obligations hereunder.

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     6.11 Severability. If any provision of this Agreement, or the application thereof to any Person, place or circumstance, are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, and the remainder of this Agreement and such provisions as applied to other Persons, places and circumstances shall remain in full force and effect and, in such event, the parties shall negotiate in good faith in an attempt to agree to another provision (in lieu of the term or application held to be invalid or unenforceable) that will be valid and enforceable and will carry out the parties’ intentions hereunder.

     6.12 Waivers. The waiver by a party of a breach of or a default under any provision of this Agreement, shall not be effective unless such waiver is in writing, expressly states that is a waiver hereunder, and identifies the breach or default to be waived. No waiver hereunder shall, in any event, be construed as a waiver of any subsequent breach of, or default under, the same or any other provision of this Agreement, nor shall any delay or omission on the part of a party in exercising or availing itself of any right or remedy, or any course of dealing hereunder, operate as a waiver of any right or remedy.

     6.13 Amendments. This Agreement may be amended only by written document, expressly stating that it is an amendment to this Agreement, identifying the provisions of this Agreement to be amended, and duly executed on behalf of each of the parties hereto. No delay or omission on the part of a party in exercising or availing itself of any right or remedy, or any course of dealing hereunder, operate as an amendment with respect to any provision hereof.

     6.14 Governing Law. This Agreement is to be construed in accordance with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the parties.

     6.15 Consent to Jurisdiction.

          (a) The Investor and the Company irrevocably submit, to the exclusive jurisdiction of the Court of Chancery in the State of Delaware, for the purposes of any suit, action or other proceeding arising out of this Agreement (and each agrees that no such action, suit or proceeding relating to this Agreement shall be brought by it or any of its affiliates except in such courts). The Investor and the Company irrevocably and unconditionally waive (and agrees not to plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement in such courts or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

          (b) The Investor and the Company further agree that service of any process, summons, notice or document by U.S. registered mail to such person’s respective address set forth above shall be effective service of process for any action, suit or proceeding in the state and federal courts located in the State of Delaware, with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding clause (a). In addition, the Investor and the Company irrevocably and unconditionally waive application of the procedures for service of process pursuant to the Hague Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters.

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          (c) EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

     6.16 Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

     6.17 Independent Contractors. Each party is an independent contractor and neither party’s personnel are employees or agents of the other party for federal, state or other taxes or any other purposes whatsoever, and are not entitled to compensation or benefits of the other. Except for the specific obligations set forth in this Agreement, nothing hereunder shall be deemed to constitute, create, give effect to or otherwise recognize a joint venture, partnership or business entity of any kind, nor shall anything in this Agreement be deemed to constitute either party the agent or representative of the other.

     6.18 No Third-Party Beneficiaries. Nothing expressed or referred to in this Agreement confers any rights or remedies upon any Person that is not a party or permitted assign of a party to this Agreement.

     6.19 Notices. All notices and other communications under this Agreement (including notice of, and any stockholder communications relating to, any annual or special stockholders’ meeting held or otherwise conducted to which Section 4.3 applies, which notice and communications Imation shall deliver to the Investor at the address set forth below) shall be in writing and shall be deemed given (i) when delivered by hand or upon confirmed receipt of a facsimile transmission, (ii) when received if sent by an internationally recognized overnight courier service (receipt requested), or (iii) ten (10) Business Days after mailing, postage prepaid, by register or certified mail, return receipt requested, to the below address or such other addresses as a party shall specify in a written notice to the other provided as contemplated herein.

To the Company:	To the Investor:
Imation Corp.	TDK Corporation
1 Imation Place	13-1 Nihonbashi 1-chome
Oakdale, Minnesota 55128	Chuo-ku, Tokyo 103-8272
USA	Japan
Attn: General Counsel	Attn: Seiji Osaka
Fax: (651) 704-4412	Fax: (813) 5201-7114

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With a copy (which shall not constitute notice) to:	With a copy (which shall not constitute notice) to:
Dorsey & Whitney	Morrison Foerster
3008 One Pacific Place	AIG Building, 11/F
88 Queensway	1-3, Marunouchi 1-chome
Hong Kong SAR, China	Chiyoda-ku, Tokyo 100-0005
	Japan
Attn: Steven C. Nelson, Esq.	Attn: Ken Siegel, Esq.
Fax: (852) 2524 3000	Fax: (81) 3 3214- 6512

Any Express Notice sent by the Company to the Investor shall be in the form of attached Schedule 2 and shall be sent, separately from any other notice of, and any other stockholder communications relating to, any annual or special stockholders’ meeting as described above, to the Investor at the below address or such other addresses as the Investor may specify from time to time in a written notice to the Company provided as contemplated herein.

To the Investor:	With a copy (which shall not constitute notice) to:
TDK Corporation	Morrison Foerster
General Manager, Legal Department	AIG Building, 11/F
13-1 Nihonbashi 1-chome	1-3, Marunouchi 1-chome
Chuo-ku, Tokyo 103-8272	Chiyoda-ku, Tokyo 100-0005
Japan	Japan
Attn: Eiichi Shimomura	Attn: Ken Siegel, Esq.
Fax: (81) 3 5201-7110	Fax: (81) 3 3214- 6512

     6.20 Entire Agreement. This Agreement (including the Exhibits attached hereto, which are incorporated herein by reference) constitutes the entire agreement of the parties hereto with respect to its subject matter. This Agreement supersedes all previous, contemporaneous and inconsistent agreements, negotiations, representations and promises between the parties, written or oral, regarding the subject matter hereunder. There are no oral or written collateral representations, agreements or understandings except as provided herein.

     6.21 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Remainder of page left intentionally blank.]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

COMPANY: Imation Corp.
By:	/s/ John L. Sullivan
	Name:	John L. Sullivan
	Title:	Senior Vice President, General Counsel and Corporate Secretary
INVESTOR: TDK Corporation
By:	/s/ Shiro Nomi
	Name:	Shiro Nomi
	Title:	Senior Vice President

Signature page to the
Investor Rights Agreement

SCHEDULE 1

DEFINITIONS

     “13D Group” means any partnership, syndicate or other group, as those terms are used within the meaning of Section 13(d)(3) of the Exchange Act.

     “Acquisition Agreement” has the meaning set forth in the Recitals.

     “Additional Securities” has the meaning set forth in Section 2.1(a).

     “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the ability to elect the majority of the members of the board of directors or other governing body of a Person, and the terms “controlled” and “controlling” have correlative meanings.

     “Agreement” has the meaning set forth in the Recitals.

     “Associate” has the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

     “Beneficial Owner” or “beneficial ownership” shall have the meaning set forth in the Share Rights Plan.

     “Board” has the meaning set forth in Section 1.1.

     “Board Qualifications” has the meaning set forth in Section 1.1.

     “Business Day” means any day, other than weekends, on which commercial banks in both New York City and Tokyo, Japan are open for business.

     “Change of Control” has the meaning set forth in Section 1.5(c).

     “Closing” has the meaning set forth in Article V.

     “Common Stock” has the meaning set forth in the Recitals.

     “Company” has the meaning set forth in the Recitals.

     “Confidential Information” has the meaning set forth in Section 6.3.

     “Consent” means any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, certificate, exemption, order, registration, declaration, filing, report or notice of, with or to any Person.

     “Demand Registration Request” has the meaning set forth in Section 3.1(a)(i).

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     “Disclosing Party” has the meaning set forth in Section 6.3.

     “Effective Date” has the meaning set forth in Article V.

     “Equity Interest” means, as to the Investor, a percentage represented by the fraction, (a) the numerator of which is the sum of (i) the number of shares of Common Stock then held by the Investor and (ii) the number of shares of Common Stock that the Investor would hold upon the conversion or exercise of all Securities held by the Investor, and (b) the denominator of which is the number of shares of Common Stock outstanding on a Fully Diluted Basis.

     “Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended and in effect on the date of this Agreement.

     “Exempted Securities” means the (i) issuance of Securities pursuant to any equity compensation plan or employee stock purchase plan adopted by the Company from time to time, and as may be amended from time to time, and the issuance of shares of Common Stock underlying any such Securities; (ii) issuance of shares of Common Stock upon exercise of any option, rights, warrants or other convertible instruments which either existed as of the Closing or the issuance of which was previously subject to preemptive rights; (iii) issuance of shares of Common Stock in connection with a share dividend, share split or similar event made or paid pro rata on all, and solely with respect to, shares of Common Stock; and (iv) issuance of shares of Series A Junior Participating Preferred Stock in accordance with the terms of the Share Rights Plan.

     “Forfeiture Date” has the meaning set forth in Section 1.1.

     “Fully Diluted Basis” means the sum of (i) the number of issued and outstanding shares of Common Stock at the relevant time, plus (ii) the number of shares of Common Stock to be issued or acquired upon exercise or conversion of any Securities convertible into shares of Common Stock on the then-effective terms and conditions.

     “Governmental Approval” means any Consent of any Governmental Authority.

     “Governmental Authority” means any nation or government, any state or other political subdivision thereof; any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of any nation or any political subdivision thereof; any court, tribunal or arbitrator; and any self-regulatory organization; and any securities exchange or quotation system.

     “Initial Share Number” means the aggregate number of Initial Shares.

     “Initial Shares” means (a) the Issued Shares and (b) any shares of Common Stock acquired by the Investor in open-market purchases prior to and held at Closing or during the 180-day period following the Closing.

     “Investor” has the meaning set forth in the Recitals.

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     “Investor Nominee” has the meaning set forth in Section 1.1.

     “Investor Threshold” has the meaning set forth in Section 4.1(b).

     “Issued Shares” means the shares of Common Stock issued by Imation to TDK or an Affiliate of TDK at the Closing.

     “Lock-Up Period” has the meaning set forth in Section 4.2(a).

     “Nomination Forfeiture Event” has the meaning set forth in Section 1.4.

     “Person” means any natural person, firm, partnership, association, corporation, company, trust, business trust, Governmental Authority or other entity.

     “Preemptive Rights” has the meaning set forth in Section 2.1(a).

     “Preemptive Share Amount” has the meaning set forth in Section 2.1(c).

     “Proposed Registration” has the meaning set forth in Section 3.1(b)(i).

     “Proposed Transaction” has the meaning set forth in Section 1.5.

     “Public Disclosure” means disclosure in an annual report on Form 10-K, a quarterly report on Form 10-Q, or any securities registration statement, in each case publicly filed with the SEC and available on the SEC’s EDGAR database.

     “Purchase Price” has the meaning set forth in Section 2.1(d).

     “Receiving Party” has the meaning set forth in Section 6.1.

     “Registrable Securities” has the meaning set forth in Section 3.1(a)(i). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) they have been distributed to the public pursuant to an offering registered under the Securities Act, (ii) they have been sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force) or (iii) at the time of any Demand Registration Request or Proposed Registration they, together with all other Registrable Securities held by the holder thereof, have satisfied the two-year holding period required by paragraph (k) of Rule 144 under the Securities Act and are legally permitted to be publicly sold without registration with the SEC pursuant to paragraph (k) of Rule 144.

     “Revised Proposal” has the meaning set forth in Section 1.5.

     “Rights Plan Amendment” has the meaning set forth in Section 4.1(d).

     “SEC” means the United States Securities and Exchange Commission.

     “Securities” means, as to the Company, any shares of Common Stock or preferred stock and any securities which are convertible into, or any option or right to subscribe for or acquire, any shares of Common Stock or preferred stock of the Company.

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     “Securities Act” means the United States Securities Act of 1933.

     “Share Rights Plan” means the Rights Agreement, dated as of June 21, 2006, between the Company and The Bank of New York, a New York banking association, including the exhibits thereto.

     “Standstill Period” has the meaning set forth in Section 4.1.

     “Standstill Threshold” has the meaning set forth in Section 4.1(a).

     “Trademark License” has the meaning set forth in Section 1.4(c).

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SCHEDULE 2

FORM OF EXPRESS NOTICE

[Imation Letterhead]

URGENT

TDK Corporation
Legal Department
13-1 Nihonbashi 1-chome
Chuo-ku, Tokyo 103-8272
Japan
Attn: Eiichi Shimomura

Re: Notice of Required Vote of Securities of Imation Corp. in Accordance With the Investor Rights Agreement between Imation and TDK

Dear Sirs,

Pursuant to Sections 1.4(d) and 6.19 of the Investor Rights Agreement (the “IRA”), dated July 31, 2007, by and between TDK Corporation (“TDK”) and Imation Corp. (“Imation”), this letter is to inform TDK that certain important matters will be voted on in Imation’s upcoming [special][annual] stockholders’ meeting scheduled to be conducted on                     , 2                    .

A proxy statement, proxy card, and a description of the measures in question will be sent under separate cover for your review.

The specific proposals which Imation’s board of directors requests your vote in accordance with the board’s recommendations are as follows:

	Proposal:	Imation board of directors
		recommendation
1.
2.

Note that you are contractually required by the IRA to vote in accordance with the Imation board recommendations above, and TDK may lose important rights if you fail to do so.

If you have any questions in regards to this matter, please contact the General Counsel of Imation at (                    )                     -                    .

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SCHEDULE 3

RIGHTS PLAN AMENDMENT

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FIRST AMENDMENT TO RIGHTS AGREEMENT

     This Amendment (this “Amendment”) is made as of ___, 2007 between Imation Corp., a Delaware corporation (the “Company”), and The Bank of New York, a New York banking corporation, as rights agent (the “Rights Agent”), to the Rights Agreement dated as of June 21, 2006 between the Company and the Rights Agent (the “Original Agreement”).

     WHEREAS, the Company and the Rights Agent have entered into the Original Agreement; and

     WHEREAS, the Board of Directors of the Company has determined to amend the Original Agreement in accordance with Section 27 thereof and hereby directs the Rights Agent to execute this Amendment.

     Accordingly, the parties hereby agree as follows:

     1. Section 1(a) of the Original Agreement is hereby amended in its entirety to read as follows:

     (a) “Acquiring Person” shall mean any Person (as such term is defined in this Agreement) who or which, together with all Affiliates and Associates (as such terms are defined in this Agreement) of such Person, shall be the Beneficial Owner (as such term is defined in this Agreement) of fifteen percent (15%) or more of the shares of Common Stock then outstanding, but shall not include:

     (i) the Company,

     (ii) any Subsidiary of the Company,

     (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan,

     (iv) any Person who, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding as a result of a reduction in the number of shares of Common Stock outstanding due to the repurchase of shares of Common Stock by the Company unless and until such Person, after becoming aware that such Person has become the Beneficial Owner of fifteen percent (15%) or more of the then outstanding shares of Common Stock, acquires beneficial ownership of any additional shares of Common Stock which would render such Person, together with all Affiliates and Associates of such Person, the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding,

     (v) any Person who, on or prior to the Rights Dividend Declaration Date, has disclosed in a Schedule 13D or Schedule 13G statement on file with the Securities and Exchange Commission as of the Rights Dividend Declaration Date that such Person, together with all Affiliates

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and Associates of such Person, is the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding, unless such Person acquires beneficial ownership of shares of Common Stock in addition to those disclosed in such Schedule 13D or Schedule 13G statement which would render such Person, together with all Affiliates and Associates of such Person, the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding,

     (vi) any Person who becomes the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock of the Company then outstanding as a result of the direct or indirect acquisition, by way of merger, stock purchase, asset purchase or otherwise, of another Person or Persons who “beneficially owns” shares of Common Stock, provided the Common Stock of the Company is not the primary asset of such other Person or Persons, such acquisition is made without any intention of changing or influencing control of the Company, and the Person, after becoming aware that such Person has become the “beneficial owner” of fifteen percent (15%) or more of the then outstanding shares of Common Stock, does not acquire “beneficial ownership” of any additional shares of Common Stock which would render such Person, together with all Affiliates and Associates of such Person, the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding, or

     (vii) TDK Corporation (“TDK”) and its Affiliates at any time during the period (the “TDK Standstill Period”) beginning at the time, if any, at which the Company shall have issued to TDK and its Affiliates shares of Common Stock representing in the aggregate fifteen percent (15%) or more of the shares of Common Stock outstanding immediately following such initial issuance and ending at the time, if any, at which TDK and its Affiliates shall have (A) ceased, as a result of voluntary sales of shares of Common Stock by any of them, to be the holders of record, in the aggregate, of at least that number of shares of Common Stock that shall be equal to seventy-five percent (75%) of the sum of (1) the number of shares of Common Stock so issued plus (2) any additional shares of Common Stock acquired by TDK and its Affiliates prior to and held at the date of such initial issuance or acquired during the 180-day period following the date of such initial issuance, or (B) ceased, as a result of the subsequent issuance by the Company of additional shares of Common Stock, to be the holders of record of at least ten percent (10%) of the Common Stock outstanding immediately following such subsequent issuance if, but only if, TDK and its Affiliates would have continued to hold at least ten percent (10%) of the outstanding Common Stock following such subsequent issuance but for a failure of TDK to exercise any rights it may have had to subscribe for any of such additional shares; provided, that, if TDK shall, at any time during the said TDK Standstill Period, have become the Beneficial Owner either (x) of more than twenty-one percent (21%) of the Common Stock then outstanding other than as a result of a reduction in the number of shares of Common Stock outstanding due to the repurchase of shares of Common Stock by the Company, or (y) of more than twenty-two percent (22%) of the Common Stock then outstanding as a result of a reduction in the number of shares of Common Stock outstanding due to the repurchase of shares of Common Stock by the Company, then, in either such event, TDK and its Affiliates shall have refrained, from and after becoming aware

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that the applicable percentage has been surpassed, from acquiring beneficial ownership of any additional shares of Common Stock and, within ten (10) Business Days after becoming aware that the applicable percentage has been surpassed, shall have disposed of a sufficient number of shares of Common Stock such that TDK shall be the Beneficial Owner of no more than twenty-one percent (21%) of the shares of Common Stock then outstanding.

A Person other than the Company or any Subsidiary of the Company holding shares of Common Stock for or pursuant to the terms of an employee benefit plan of the Company or of any Subsidiary of the Company and in addition being the Beneficial Owner of shares of Common Stock that are not held for or pursuant to the terms of any such plan shall be deemed to constitute an Acquiring Person, notwithstanding anything herein stated, if, but only if, it, together with its Affiliates and Associates, shall be the Beneficial Owner of fifteen percent (15%) or more, exclusive of those shares of Common Stock held by it for or pursuant to the terms of any such plan, of the shares of Common Stock then outstanding.

Notwithstanding the foregoing, if the Board of Directors of the Company determines in good faith that a Person who would otherwise be deemed an “Acquiring Person” pursuant to the foregoing provisions of this paragraph (a) has become such inadvertently (including, without limitation, because (A) such Person was unaware that it beneficially owned a percentage of the shares of Common Stock that would otherwise cause such Person to be an “Acquiring Person” or (B) such Person was aware of the extent of its Beneficial Ownership but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement), and without any intention of changing or influencing control of the Company, and such Person divests as promptly as practicable a sufficient number of shares of Common Stock so that such Person would no longer be deemed an “Acquiring Person,” as defined pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be deemed to be an “Acquiring Person” for any purposes of this Agreement.

     2. Section 18 of the Original Agreement is hereby amended by adding the following sentence at the end of that Section:

“Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but no limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage.”

     3. By its execution and delivery hereof, the Company states that this Amendment is in compliance with the terms of Section 27 of the Original Agreement and directs the Rights Agent to execute this Amendment.

     4. The Original Agreement shall remain in full force and effect without amendment, except for this Amendment and any other amendment made in accordance with Section 27 of the Original Agreement. All terms used in this Amendment that are defined in the Original Agreement but are not defined herein shall have the meanings ascribed to them in the Original Agreement. The Summary of Rights contained in Exhibit C

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to the Original Agreement is a summary of the Original Agreement without regard to this Amendment and does not limit or affect this Amendment in any way. All references in the Original Agreement to “this Agreement,” “the Agreement,” or “hereof” and all references in this Amendment to the Agreement shall hereafter be deemed to be references to the Original Agreement as amended by this Amendment and any other amendment made in accordance with Section 27 of the Original Agreement.

     5. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State; provided, however, that the rights, obligations and duties of the Rights Agent hereunder shall be governed by and construed in accordance with the laws of the State of New York.

     IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first written above.

IMATION CORP.

By

Its

THE BANK OF NEW YORK

By

Its

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EX-10.2

Exhibit 10.2

TRADEMARK LICENSE AGREEMENT

     This Trademark License Agreement (this “Agreement”) is made as of July 31, 2007, by and among Imation Corp., a Delaware corporation (“Licensee”), and TDK Corporation, a Japanese corporation (“Licensor”).

RECITALS

     WHEREAS, the Licensor and Licensee are parties to an Acquisition Agreement, dated April 19, 2007 (the “Acquisition Agreement”), an Investor Rights Agreement, dated July 31, 2007 (the “Investor Rights Agreement”), and a Supply Agreement, dated July 31, 2007 (the “Supply Agreement”);

     WHEREAS, Licensee wishes to license from Licensor the right to use the Licensed Trademarks in the Territory on and in connection with Licensee’s marketing, promotion, distribution and sale of the Licensed Products (as defined below) and Licensor has agreed to license to Licensee the Licensed Trademarks for such purposes, subject to the terms and conditions hereof;

     WHEREAS, Licensor and Licensee’s wholly-owned subsidiary IMN Data Storage Holdings C.V. (“Imation C.V.”) have entered into a similar Trademark License Agreement as of the date hereof in which Imation C.V. will license from Licensor the right to use the Licensed Trademarks outside the United States on and in connection with its marketing, promotion, distribution and sale of the Licensed Products (the “IMN Trademark License Agreement”);

     NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

     1.1 Certain Definitions. Capitalized terms used in this Agreement have the meanings set forth in Exhibit B.

     1.2 Interpretation. Unless otherwise indicated to the contrary in this Agreement by the context or use thereof: (a) the words “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole and not to any particular Section, Article or paragraph hereof; (b) references in this Agreement to Sections, Articles or paragraphs refer to sections, articles or paragraphs of this Agreement; (c) headings of Sections are provided for convenience

** The appearance of a double asterisk denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

only and shall not affect the construction or interpretation of this Agreement; (d) words importing the masculine gender shall also include the feminine and neutral genders, and vice versa; (e) words importing the singular shall also include the plural, and vice versa; (f) the words “include”, “includes” and “including” shall be deemed to be followed in each case by the phrase “without limitation”; (g) any reference to a statute refers to the statute, any amendments or successor legislation, and all regulations promulgated under or implementing the statute, as in effect from time to time; (h) any reference to an agreement, contract or other document as of a given date means the agreement, contract or other document as amended, supplemented and modified from time to time through such date; (i) “$” and “Dollars” mean the lawful currency of the United States of America and any threshold set in Dollars herein shall be deemed to refer to the equivalent amount in any other currency, as the context may require; and (j) “or” shall include the meanings “either” or “both.”.

ARTICLE II

LICENSE

     2.1 Trademark License Grant. Subject to compliance with the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-transferable, non-sublicensable (except as set forth in Section 2.5), exclusive and restricted license in the Territory, during the terms set forth below, to use, reproduce and display the Licensed Trademarks solely for the marketing, promotion, advertisement, distribution, lease or sale of Licensed Products. For the avoidance of doubt, all references in this Agreement to Licensee’s use, reproduction or display of a Licensed Trademark shall be deemed to be restricted to the Territory. For the further avoidance of doubt, Licensor retains no right to use, reproduce or display the TDK word mark, the Diamond Design, the TDK Diamond Logo consisting of the TDK word mark and the Diamond Design, all shown on Exhibit A (individually, a “TDK Mark” and collectively, “TDK Marks”), the Licensed Trademarks, or any Trademarks that are confusingly similar to the Licensed Trademarks or any element thereof for the marketing, promotion, advertisement, distribution, lease or sale of any Licensed Product for so long as the license granted hereunder for such Licensed Product is in effect. Notwithstanding the foregoing, Licensee acknowledges that the Licensed Products do not include Medical Data Recording Media or Specific Broadcast Media and that Licensor reserves all worldwide rights to use, reproduce, and display any Trademark (including the TDK Marks) but not the Licensed Trademarks for the marketing, promotion, advertisement, distribution, lease or sale of Medical Image Data Recording Media and Specific Broadcast Media, and to grant rights to others to do the same. All rights of Licensor in and to the Licensed Trademarks not expressly granted under this Article II are reserved by Licensor. The term of license grants are as set forth below:

          (a) Core Products; Accessory Products: The term of the license for use of the Licensed Trademarks in connection with Core Products and Accessory Products shall be for the term of this Agreement.

          (b) Speaker Products and Headphone Products: The term of the license for use of the Licensed Trademarks in connection with Speaker Products and Headphone Products shall be ten (10) years from the Effective Date.

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          (c) RRM Products: The term of the license for use of the Licensed Trademarks in connection with any RRM Product approved pursuant to the provisions of Article IV shall be ten (10) years from the date of Licensor’s approval of the inclusion of such RRM Product within the scope of this Agreement as set forth in Article IV.

     2.2 Use-Up Rights for TDK Marks. Licensee shall have the right, in the Territory, to (a) sell or otherwise dispose of any Licensed Products that bear a TDK Mark transferred as of the Effective Date in accordance with the terms of the Acquisition Agreement, and (b) use existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark, transferred as of the Effective Date in accordance with the terms of the Acquisition Agreement, in connection with such sales or other dispositions, in each case for up to one (1) year after the Effective Date, provided that Licensee shall seek to migrate all sales and use of materials to the Licensed Trademarks as promptly as reasonably practicable, consistent with business requirements, over such period.

     2.3 Product Sites; Linking Agreement. Licensee may maintain websites exclusively for the purpose of promoting Licensed Products in the Territory as set forth in this Agreement (each a “Product Site”). In addition, Licensor will provide a hypertext reference link (“Link”) from the initial, top level display of or a redirection from the following Uniform Resource Locators (“URLs”): <http://www.tdk.com/>, <http://www.tdk.co.jp/>, <http://www.tdk-europe.com/>, <http://www.tdk.com.au/>, <http://www.tdk.de/>, <http://www.tdk.com.sg/>, <http://www.tdk-russia.ru/>, and <http://www.tdk.ch/>, (each, a “Licensor Site”), to the Product Site designated by the URL <http://www.tdk-media.com/> as set forth in this Section 2.3.

          (a) Licensor shall provide a Link from a Licensor Site to the Product Site designated by the URL, <http://www.tdk-media.com/>, only to the extent that such Licensor Site refers to Licensed Products as of the Effective Date (other than <http://www.tdk.de/>, as to which no forward commitment is made, even if it refers to Licensed Products as of the Effective Date) and only for so long as Licensor elects in its discretion to maintain such Licensor Site. If the Licensor no longer maintains a Licensor Site, but is permitted by applicable law or regulation of any domain name registration entity or registry (“Domain Name Regulation”) to own and control the URL associated with the discontinued site, Licensor shall redirect traffic to that URL to the notice page (described in subsection (c) below) and then to the Product Site designated by the URL, <http://www.tdk-media.com/>.

          (b) If Licensor displays any graphics or photographs next to Links to third party sites or to other locations within the Licensor site on the initial, top level URL display for a Licensor Site, then Licensor shall include a graphic or photograph next to the Link for the Product Site designated by the URL <http://www.tdk-media.com/>. Licensee shall supply the graphic or photograph for the Link provided that Licensor shall have the right to reasonably approval any such graphic or photograph.

          (c) The Link from the Licensor Sites (that are active websites) shall first redirect users to a notice page (identified by <http://www.tdk.co.jp/notice.html/> and maintained and controlled by Licensor) that will notify users that they are being redirected using the following message: “You are being redirected to [Product Site].” The notice page shall redirect

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users to the website designated by the URL, <http://www.tdk-media.com/>, or to another site as mutually agreed by the parties. The home page and each page of a Product Site that contains other legal notices shall contain the following statement: “The TDK LIFE ON RECORD Logo is used under a trademark license from [Licensor.]” Each page of a Product Site shall either identify Licensee or display Licensee’s standard copyright notice in Licensee’s name. The Licensor at its expense will register and maintain a registration for the domain name, <tdk-media.com>. Licensor will be listed as the administrative and billing contact for the domain name, <tdk-media.com>, and Licensee will be listed as the technical contact using the contact information domainadmin@imation.com or such information as provided by Licensee to Licensor. During the term of the Agreement, Licensor grants to Licensee a non-transferable, non-sublicensable (except as set forth in Section 2.5), worldwide, exclusive and restricted license to (i) use the domain name, <tdk-media.com>, and the Additional Licensed Domain Names (as defined in subsection (f) below) for corresponding Product Sites, and (ii) refer to each such URL on Licensed Products and on their packaging or Promotional Material.

          (d) Licensee shall maintain each Product Site (including maintaining the servers for such sites) at its own expense. Subject to Licensor’s rights to take actions necessary to require Licensee to comply with this Agreement or the Quality Guidelines, Licensor shall not impede, deny, or otherwise restrict Licensee’s access to or ability to maintain each Product Site or corresponding email addresses. The “About Imation,” “Contact Us” or equivalent section of each Product Site shall be reasonably prominent and shall identify Licensee as the contact and shall contain the following statement: “The products described on this site are made by or on behalf of [Licensee] and use of the TDK LIFE ON RECORD Logo is pursuant to a trademark license from [Licensor].” Licensee shall promptly notify Licensor in writing when it ceases to maintain a Product Site and Licensor shall have the right to immediately terminate Licensee’s license to use the corresponding domain name at that time.

          (e) Each Product Site shall be deemed to be “Promotional Material” for all purposes hereof, and shall be subject to the terms and conditions applicable to Promotional Material under this Agreement. Without limiting the generality of the foregoing, Licensee shall (i) not display or use a Link in a manner that causes either the Licensor or a Product Site or any portion of its content to be associated with any advertising or sponsorship not part of such Sites; (ii) not display or use a Link in a manner that could cause confusion, mistake, or deception; (iii) display disclaimers on the Product Site pursuant to the Quality Guidelines; and (iv) maintain and enforce terms of use and other policies applicable to the Product Site that are commercially reasonable.

          (f) Licensor has agreed that Licensee may use “tdk-media.XXX” domain names listed on Exhibit I (“Additional Licensed Domain Names”) for Product Sites in accordance with the terms of this Agreement. Licensee shall register the Additional Licensed Domain Names in Licensor’s name and bear all expenses associated with such registrations. Licensor may, upon Licensee’s request and at Licensee’s expense, provide Licensee with support reasonably requested in registering and maintaining the Additional Licensed Domain Name. Notwithstanding the foregoing, if a Domain Name Regulation does not permit registration of a particular Additional Licensed Domain Name in Licensor’s name in a particular country for any reason (e.g., the Domain Name Regulation does not permit registration of more than one domain name in the name of Licensor), all rights Licensor has granted to Licensee for such Additional

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Licensed Domain Name shall terminate, Licensee shall not seek to register such Additional Licensed Domain Name, and Licensor shall have no other obligation as to such Additional Licensed Domain Name. Further, if a Domain Name Regulation limits in any way Licensor’s ability to register a domain name, such as a domain name having the same parent domain name (e.g., “co.jp”) or incorporating the word “TDK,” in the name of Licensor because Licensee has registered an Additional Licensed Domain Name in such country, all rights that Licensor has granted to Licensee to such Additional Licensed Domain Name in such country shall terminate and Licensee shall immediately terminate Licensee’s registration for such Additional Licensed Domain Name in such country and take any other action that Licensor shall reasonably requests in connection with Licensor’s efforts to register such domain name in such country. If any of the Additional Licensed Domain Names are registered by a third party, Licensor shall bear no obligation to take any action to protest or cancel such third party’s registration or obtain such registrations. If an Additional Licensed Domain Name or similar domain names are registered by a third party, and Licensee reasonably believes that such registration could adversely affect Licensee’s business, Licensee may request in writing that Licensor seek to cancel such registration. Licensor shall have the right in its sole discretion to determine whether to seek such cancellation. If Licensor decides to proceed with the cancellation action, Licensor shall bear the costs and expenses associated with such action. If Licensor decides not to proceed with the cancellation action, and agrees (in its sole discretion) to permit Licensee to proceed with the cancellation action, Licensee may proceed with the cancellation action. In such case, Licensee shall bear all costs and expenses associated with such action. Licensor may, upon Licensee’s request and at Licensee’s expense, provide Licensee with support reasonably requested by Licensee in such cancellation action. If a Domain Name Regulation does not permit registration of a particular Additional Licensed Domain Name or limits Licensor’s ability to register a domain name in light of a previously registered Additional Licensed Domain Name, Licensee may propose an alternative (which must begin with “tdk-media.”). Licensor shall have sole discretion to decide whether to agree to allow Licensee to register the alternative.

          (g) At Licensor’s reasonable request, the Strategic Relationship Committee shall meet and consider in good faith what action, if any, should be taken (including modifications to the Product Site) in light of the frequency and history of any third party claims against Licensor or any of its Affiliates where a basis, in whole or in part, for involving Licensor relates in any way to the Product Site or any other Promotional Material.

     2.4 Patent License. Licensor hereby grants to Licensee a royalty-free, non-transferable, nonsublicenseable (except as set forth in Section 2.5) non-exclusive license (not including manufacturing or have made rights) in the Territory under any patents of Licensor or its Affiliates that, as of the Effective Date, Licensor has the right to grant licenses without payments to third parties, for the marketing, distribution, or sales of Current Magnetic Tape Products and Current Optical Media Products which, in both cases, Licensor or Licensee has commercialized as of the Effective Date, provided that if Licensee or any of its Affiliates asserts a patent against Licensor or any of its Affiliates, the license shall terminate and further provided that Licensee and its Affiliates shall not sue Licensor or any of its Affiliates for damages arising before termination of the license. If the patent license terminates under this Agreement, it shall automatically terminate under the IMN Trademark License Agreement.

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     2.5 Sublicenses to Qualified Entities. Licensee shall have the right to grant sublicenses of its rights under Sections 2.1, 2.2, 2.3, 2.4, and 2.12(b) only to Qualified Entities. Prior to, and as a condition to the effectiveness of, any sublicense to a Qualified Entity pursuant to the preceding sentence, the Qualified Entity shall enter into an agreement that contains, at a minimum, the provisions in the form of attached Exhibit G (a “Sublicense Agreement”), whereby the Qualified Entity (a) acknowledges receipt of a copy of this Agreement, (b) agrees to act in accordance with the terms and conditions of this Agreement, and (c) expressly confirms that Licensor is an intended third party beneficiary thereof. Licensee will promptly notify Licensor of the execution of each Sublicense Agreement, and provide Licensor with a copy of such executed Sublicense Agreement. When an entity ceases to be a Qualified Entity, the sublicense rights to that entity shall immediately and automatically terminate without the further act of any party.

     2.6 Restrictions. As an express condition to, and in material consideration for, the licenses granted to Licensee hereunder, Licensee expressly agrees to the following restrictions as to its use of the Licensed Trademarks:

          (a) Licensee shall not do anything inconsistent with Licensor’s ownership of the Licensed Trademarks. Without limiting the generality of the foregoing, Licensee shall not challenge the validity of any Licensed Trademark, Licensor’s ownership thereof, or the enforceability of Licensor’s rights therein.

          (b) Licensee shall not use, reproduce or display (or authorize the use, reproduction or display of) the Licensed Trademarks in any manner whatsoever other than as expressly authorized by this Agreement.

          (c) Except as expressly permitted by Section 2.2, during the term and after any termination of this Agreement, Licensee shall not use any service mark, service name, trade name, trademark, design or logo that is confusingly similar to any Licensed Trademark or any element thereof, including any mark, word or design that incorporates the word “TDK” or the TDK diamond logo, or any mark, word, logo or design confusingly similar thereto. Without limiting the generality of the foregoing, during the term and after any termination of this Agreement, Licensee shall not use the word “TDK” or the TDK diamond logo in any corporate name or in any domain name, other than as permitted in Section 2.3. For the avoidance of doubt, to the extent that an element of a Licensed Trademark (but in no event a TDK Mark) is expressly disclaimed in a trademark registration (such as “mobile” in TDK MOBILE), Licensee shall not be prohibited from using such element in its own Trademarks by the terms hereof.

          (d) Except for existing inventory of Licensed Products or existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark that Licensee is permitted to use pursuant to Section 2.2 (which shall be used in the form transferred as of the Effective Date, without alteration), Licensee shall not use any of the Licensed Trademarks together, or use any Licensed Trademark in combination with any other trademark, service mark, trade name, trading style, fictitious business name, name, character, symbol, design, likeness or literary or artistic material in a manner that create a unitary or combination Trademark without the prior written consent of Licensor. Notwithstanding the foregoing, Licensee may use (i) any Licensed Trademarks together if Licensor has a general practice of

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using such Licensed Trademarks together and (ii) any Trademarks assigned to Licensee by Licensor pursuant to the Acquisition Agreement with the Licensed Trademarks, but not in a manner that might create a unitary or combination Trademark.

          (e) For a period that runs for one (1) year prior to the expiration of the separate licenses for the Speaker Products and Headphone Products and for each RRM Product approved pursuant to Article IV, and for a period that runs for one (1) year prior to the termination of the Agreement for the Core Products and Accessory Products, Licensee may Display one or more Licensee Trademarks on or in connection with the Licensed Products as part of a transition plan (which, at a minimum, includes provisions regarding how the Trademarks will be used together) mutually agreed by the parties, in advance of the applicable transition period, provided that such Display shall not create a unitary or combination Trademark.

          (f) Licensee shall not register any Licensed Trademark, and Licensor shall retain the exclusive right to apply for and obtain registrations for each Licensed Trademark throughout the Territory (although Licensee may request registrations, and make registrations in Licensor’s name, under certain circumstances, as set forth in Section 2.8). Licensee shall not register any domain name containing the word [TDK].

          (g) Licensee shall not assert any adverse claim against Licensor based upon Licensor’s use of any Licensed Trademark (other than a claim for breach of contract based on the exclusivity provisions of this Agreement or the non-competition provisions of the Acquisition Agreement).

     2.7 Notice. In connection with the use of the Licensed Trademarks on packaging or Promotional Material for the Licensed Products, Licensee shall include a trademark notice in a form reading: “The [TDK LIFE ON RECORD Logo] is a trademark of [Licensor],” except that Licensee may use the typed words “TDK Logo” instead of the actual logo where the notice would be too small to show the actual logo clearly or where the notice is embedded within other text. Further, with respect to any Licensed Product other than Core Products or Accessory Products, Licensee shall indicate when using a Licensed Trademark on packaging or Promotional Material for such product that “The [TDK LIFE ON RECORD Logo] is used under a trademark license from [Licensor],” subject to the same exception as the previous sentence. Subject to Section 2.3, if a Licensed Trademark is used multiple times on or in packaging or Promotional Material, the notice and statement regarding licensed use need only be used for the first prominent use of the Licensed Trademark on or in such packaging or Promotional Material. Notwithstanding anything to the contrary, the requirements of this Section 2.7 shall not apply to existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark that Licensee is permitted to use pursuant to Section 2.2.

     2.8 Filing, Maintenance, and Renewal.

          (a) Licensee Cooperation: Licensee agrees to reasonably cooperate with Licensor’s preparation and filing of any applications, renewals or other documentation necessary

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or useful to protect Licensor’s intellectual property rights in the Licensed Trademarks in the Territory.

          (b) Licensor Filing and Maintenance: Licensor shall have the primary right to determine whether to file or maintain registrations for any Licensed Trademarks. Licensor will give Licensee reasonable notice of its intention to abandon or otherwise fail to maintain or prosecute any registered Licensed Trademarks or application therefor in any country or class applicable to a Licensed Product in the Territory and allow Licensee an opportunity to prosecute or otherwise maintain such registrations for Licensed Trademarks for Licensed Products at Licensee’s expense, but in Licensor’s name. Licensee may request that Licensor file or maintain registrations for a Licensed Trademark for a country or class applicable to a Licensed Product in the Territory, and Licensor shall either take such action at Licensee’s expense or, if Licensor does not wish to do so, permit Licensee to do so, at Licensee’s expense, but in Licensor’s name. To the extent that Licensor elects to file or maintain registrations for Licensed Trademarks that cover both Licensed Products and Licensor Products, Licensor shall take such action at Licensor’s expense. If Licensor elects not to file or maintain registrations for Licensed Trademarks that cover both Licensed Products and Licensor Products, Licensee shall be under no obligation to file or maintain the registrations for the Licensor Products.

          (c) Licensor Obligations If Licensee Pays: To the extent that Licensor is directing the prosecution and maintenance of Licensed Trademarks but Licensee is paying the costs, Licensor either directly or through its counsel shall furnish Licensee with copies of all filings made or received in connection with such Licensed Trademarks, provided that Licensor shall consult with Licensee about and send to Licensee for approval in advance of filing any responses to substantive office actions and Licensee shall not unreasonably withhold or delay such approval. Licensor shall also arrange for all invoices related to such prosecution and maintenance to be sent directly to Licensee for payment and Licensee shall have the right in good faith to dispute such invoices and to require Licensor to pay the disputed invoice if the dispute cannot be resolved to Licensee’s reasonable satisfaction, but in any such case Licensor shall not be required to take further steps as to the application or other matters at issue pending the satisfactory resolution of such dispute unless necessary to prevent the application or registration from lapsing.

          (d) Licensor Obligations If Licensee Handles and Pays: To the extent that Licensee is filing or maintaining registrations for any Licensed Trademarks in Licensor’s name, Licensor agrees to reasonably cooperate with Licensee’s preparation and filing of any applications, renewals or other documentation necessary to protect Licensor’s intellectual property rights in the Licensed Trademarks and Licensee may hire counsel of Licensee’s own choosing.

          (e) License Recordals: Should local counsel of either Party reasonably recommend that Licensee be appointed as a licensee of Licensor for the Licensed Trademarks in the Territory and (i) Licensor reasonably determines that such license should be recorded with the appropriate trademark or customs office as reasonably necessary to protect Licensor’s rights in the Licensed Trademarks, then Licensor at its expense shall prepare and file the necessary documents subject to Licensee’s approval, which shall not be unreasonably withheld or delayed or (ii) if Licensee reasonably determines that such license should be recorded with the

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appropriate trademark or customs office as reasonably necessary to protect Licensee’s ability to enforce its rights in the applicable Territory, Licensee at its expense shall prepare and file the necessary documents subject to Licensor’s approval, which shall not be unreasonably withheld or delayed. Licensee agrees to sign any documents reasonably necessary for Licensor to cause any recordals to be terminated as to any Licensed Products upon the expiration or termination of the license applicable to such product hereunder.

     2.9 Enforcement and Defense of Infringement Claims.

          (a) Notification: The parties shall reasonably cooperate in providing notice to each other in writing (a “Notice of Alleged Infringement”) if a Party becomes aware of any use of a Licensed Trademark, or element thereof, or of any Trademark on a Licensed Product, which may be confusingly similar to any Licensed Trademark, or element thereof, by any Person in the Territory.

          (b) Action by Licensor to Enforce: Licensor shall have the primary right, but not the obligation, to determine whether to institute and/or pursue any proceedings to enforce any rights in the Licensed Trademarks, as well as the right to select counsel. Licensee shall cooperate with Licensor in any such suit, including granting Licensor the right to bring suit in Licensee’s name with respect to such infringement (and execute any documents necessary to effectuate the same) if necessary under the applicable rules of civil procedure to effect standing, and Licensee shall be reimbursed for reasonably incurred expenses. Licensor will be solely responsible for the costs of such action and will retain all recoveries and awards necessary to reimburse Licensor for any costs and expenses and, for any recoveries and awards in excess, shall share equally any recoveries and awards with Licensee to the extent such recoveries and awards are related to Licensed Products. Notwithstanding any other provision to the contrary, in no event shall Licensee be required to satisfy or comply with any settlement or other agreement concerning its use of the Licensed Trademarks to which Licensee has not consented (such consent not to be unreasonably withheld or delayed).

          (c) Action by Licensee to Enforce: If applicable law in any jurisdiction in the Territory requires that Licensee enforce rights in the Licensed Trademarks against alleged infringers, or Licensor declines in writing to enforce its rights in the Licensed Trademarks with respect to the alleged confusingly similar use set forth in the Notice of Alleged Infringement, Licensee shall have a right, but not an obligation, to enforce such rights with respect to Licensed Products subject to any direction that Licensor may provide. Licensor shall cooperate with Licensee in any such suit, including granting Licensee the right to bring suit in Licensor’s name or granting a limited license to a TDK Mark (solely as necessary for the specific enforcement purpose) (and execute any documents necessary to effectuate the same) if necessary under the applicable rules of civil procedure to effect standing, and Licensor shall be reimbursed for reasonably incurred expenses. Licensee will be solely responsible for the costs of such action and will retain all recoveries and awards necessary to reimburse Licensee for any costs and expenses and, for any recoveries and awards in excess, shall share equally any recoveries and awards with Licensor.

          (d) Defense of Third Party Claims: Licensor shall have the sole right to defend the Licensed Trademarks against imitation, infringement or any claim of prior use.

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Licensee shall cooperate fully with Licensor, at Licensor’s reasonable request and expense, in connection with the defense of any such claim in the Territory.

          (e) Updates and Consultation: With respect to any enforcement actions taken pursuant to this Section, the party handling such enforcement action shall provide periodic updates to and request consultation from the parties not handling the action and each party not handling the action may hire its own counsel at its expense.

     2.10 Reservation of Rights. Licensee acknowledges that, between the parties, Licensor is the sole owner of all right, title and interest in and to the Licensed Trademarks, and that Licensee has neither acquired, nor shall acquire, any right, title or interest in or to the Licensed Trademarks except the limited exclusive rights to use such Licensed Trademarks expressly granted to Licensee under this Agreement. Licensor shall retain all goodwill associated with the Licensed Trademarks. Notwithstanding any other provision hereof, nothing in this Agreement shall prohibit Licensor from marketing, distributing or selling any products on an OEM basis, provided such products do not bear any Licensed Trademark or any confusingly similar variation thereof.

     2.11 Removing Licensed Trademarks from License. At any time during the term of this Agreement, if Licensor reasonably determines that use of a Licensed Trademark hereunder in the Territory could infringe any intellectual property rights of any third party (not derived from Licensor), then Licensor shall notify Licensee. If such potential infringement could reasonably be expected to limit Licensor’s ability to Display a Licensed Trademark on Licensor Products, then Licensor shall use commercially reasonable efforts to resolve such potential infringement claim with respect to both Licensor and Licensee. If such potential infringement could not reasonably be expected to limit Licensor’s ability to Display a Licensed Trademark on Licensor Products (but could reasonably be expected to limit Licensee’s ability to Display a Licensed Trademark on Licensed Product(s)), then Licensor shall notify Licensee of such potential infringement claim and Licensee shall have the ability, but not the obligation, to seek to resolve such claim at its own expense provided that Licensee shall provide Licensor with periodic updates and ability for consultation. If the potential infringement claim is not resolved within a reasonable time period taking into account any settlement efforts, then upon written notice to Licensee, Licensor shall have the right to remove any particular Licensed Trademark from the scope of the license granted under this Agreement, upon written notice to Licensee. For the avoidance of doubt, this Section shall not apply to infringements based on facts that existed prior to the Effective Date.

     2.12 Requests by Licensee.

          (a) If Licensee wishes to create any variations of existing Licensed Trademarks or new Trademarks that include any TDK Mark, then Licensee must seek Licensor’s written approval, which may be refused in Licensor’s sole discretion, and any such Trademarks approved by Licensor shall be deemed added to the list of Licensed Trademarks in Exhibit B and shall be subject to all the terms and conditions of this Agreement.

          (b) If Licensee wishes to use the Licensed Trademarks in connection with a co-branding program, Licensee shall first seek Licensor’s written approval, which may be

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granted or refused in Licensor’s sole discretion. Licensee shall present such plan (in reasonable detail) in writing to the Licensor Relationship Manager (as defined in Section 5.1).

               (i) If Licensee wishes to request co-branding rights, Licensee shall first seek Licensor’s written approval, which may be granted or refused in Licensor’s sole discretion. Licensee’s proposed plan (provided to the Licensor Relationship Manager) shall specify (a) the proposed design image (specifying each brand to be utilized, and the form of co-brand, including spacing and other fixed attributes); (b) the applicable sales territory; (c) the retailer with which the product will be co-branded; and (d) each category of product or products. Licensee’s proposal may include multiple representations of the co-branding materials for approval. Licensee shall also provide any additional information reasonably requested by Licensor. Licensor shall seek in good faith, but without obligation, to approve or disapprove Licensee’s request within three weeks of its receipt of the completed plan. Unless Licensor otherwise states in writing, the term of any new co-branding program shall be for a two (2) year period, starting from the date of approval.

               (ii) If Licensee wishes to make any change to an approved co-branding program, Licensee shall obtain Licensor’s prior written approval to such change, which may be granted or refused in Licensor’s sole discretion. Licensee shall provide the same or similar types of information in writing to the Licensor Relationship Manager as set forth in subsections (i)(a) to (d). Licensor shall seek in good faith, but without obligation, to approve or disapprove Licensee’s request within three weeks of its receipt of the completed plan.

               (iii) Licensor shall have the right to terminate any co-branding program in the event Licensee materially fails to conform to any co-branding program requirement or engages in co-branding that is inconsistent, in a material way, with the materials provided for review in connection with the approval process if Licensee fails to correct any nonconformance within thirty (30) days after receiving written notice from Licensor.

     2.13 Additional Commitments of Licensee. Licensee agrees to cause each Licensed Entity, to comply with all of its respective obligations under this Agreement, and any other agreement executed in connection herewith (including the applicable Sublicense Agreement), and agrees that it shall be directly liable for any act of any Licensed Entity in breach of any such obligation, including, for the avoidance of doubt any act by a Licensed Entity that, in either case, would be a breach of this Agreement if committed by Licensee. Licensor may pursue claims for any such breach against Licensee, in accordance with the terms hereof, regardless of whether such breach was committed by Licensee, or another party, and regardless of whether Licensor chooses to include any other party in the dispute resolution process applicable to the claim. In the event of any claim by Licensor, Licensee expressly waives any defense based on the absence of or failure to join any other party in the dispute resolution process or any other aspect of the claim.

     2.14 IMN Trademark License Agreement. Licensee represents and warrants that Imation C.V. is a wholly-owned subsidiary of Licensee, and agrees that, at all times during the term of this Agreement, Licensee shall maintain Imation C.V. as a Qualified Entity. If Imation C.V. ceases to be a Qualified Entity, the license rights of that entity under the IMN Trademark

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License Agreement shall immediately and automatically terminate without the further act of any party.

ARTICLE III

QUALITY CONTROL

     As an express condition to, and in material consideration for, the licenses granted to Licensee hereunder, Licensee expressly agrees to the following restrictions as to its use of the Licensed Trademarks:

     3.1 Trademark Guidelines. Licensee shall not use, reproduce or display any Licensed Trademark in any manner whatsoever other than as expressly authorized in the quality control guidelines for the Licensed Trademarks (“Quality Guidelines”), including guidelines regarding how each Licensed Trademark is used, presented and displayed (“Display”). Notwithstanding anything to the contrary, the requirements of this Section 3.1 shall not apply to existing inventory of Licensed Products or to existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark, in each case that Licensee is permitted to use pursuant to Section 2.2 (which shall be used in the form transferred as of the Effective Date, without alteration). The Quality Guidelines shall consist of two elements: guidelines related to Display (such guidelines shall be contained in a “Logo Manual”) and guidelines regarding the nature and quality of products and services associated with the Licensed Trademark (such guidelines shall be contained in a “Quality Manual”). The initial Quality Guidelines are attached as Exhibit H. Licensee shall promptly cure any breach of the Quality Guidelines upon notice from Licensor, provided that Licensee shall have a reasonable time to comply with Updates (as defined below), including a reasonable amount of time to exhaust existing inventories of Promotional Material, packaging, and Licensed Product, except that Licensee shall not have rights to exhaust existing inventories if such inventories are in material noncompliance with the previous Quality Guidelines or if the existing Licensed Products (or use or distribution thereof) would violate any applicable law. Notwithstanding anything to the contrary in this Section 3.1, if Licensee purchases products covered by the Supply Agreement from third parties as permitted under the terms of the Supply Agreement, Licensee shall not be in breach of provisions of the Quality Manual to the extent that such Quality Manual refers to standards or specifications that are not performance or quality-related specifications (e.g., the use of Licensor dye #25 in describing a color or other requirements for the product not tied to the performance of the product), provided that Licensee shall comply with the Logo Manual. Licensor may reasonably update such Quality Guidelines (“Updates”) from time to time to reflect, among other things, changes in the use, presentation and display of the Licensed Trademarks, and the highest applicable industry standards, subject to the following:

          (a) Updates Relating to Guidelines Other Than Display: With respect to Updates relating to the nature and quality of products or services (e.g., performance requirements, defect rates, etc.) (and not, for purposes of clarification, Display), Licensor shall provide Licensee with a reasonable opportunity to review and comment on such Updates. If the parties are unable to agree on such updates, Licensor shall be permitted to finalize the Updates subject to the following:

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               (i) with respect to Updates specifically applicable to Licensed Products, such Updates shall be consistent with the applicable, approved plans and quality requirements for such product; and

               (ii) with respect to other Updates, such Updates shall be consistent with principles reflected in the most recent, applicable set of Quality Guidelines, best practices in the industry, standards that Licensor applies to itself, its affiliates, and other licensees similarly situated with Licensee, to the extent any such entities are selling similar products under the Licensed Trademarks, and other principles on which the parties may agree from time to time; and

          (b) Updates Related to Display Guidelines: With respect to Updates relating to Display, any such Updates shall be consistent with the guidelines for the relevant use, presentation and display that Licensor applies to itself, its affiliates, and other licensees similarly situated with Licensee, under like circumstances, provided that Licensee shall not be required to implement any Updates to the requirements relating to the shape, color or dimension of a TDK Mark for the Licensed Products and their packaging and Promotional Material if Licensee believes in good faith that such changes will be detrimental to its Licensed Product sales.

     3.2 Conduct of Business. Each of the parties shall use the Licensed Trademarks in a manner that does not derogate Licensor’s rights in the Licensed Trademarks or the value of the Licensed Trademarks, and shall take no action that would interfere with, diminish or tarnish those rights or value.

     3.3 Cooperation. Licensee shall cooperate fully with Licensor in enabling Licensor to ascertain that the Licensed Products other than those existing inventories of Licensed Products that Licensee is permitted to use pursuant to Section 2.2 meet Licensor’s quality standards. Such cooperation shall include, upon request, providing Licensor promptly with data regarding communications from third parties regarding the quality of specific Licensed Products, providing Licensor with names and addresses of vendors and suppliers producing Licensed Products or components thereof to be sold under a Licensed Trademark, and providing Licensor with access to product packaging and distribution facilities for such products for reasonable inspection by Licensor.

     3.4 Cessation of Licensed Product Sales; Recall. Licensor shall have the right to request that Licensee immediately cease selling a Licensed Product, or revise or cease use of any or all Promotional Material, and Licensee shall promptly comply, upon written notice to Licensee if the condition of such Licensed Product or Promotional Material could reasonably be expected to materially and adversely affect Licensor’s business or reputation. For the avoidance of doubt, if there is a reasonable basis for believing that a product poses a danger to person or property, such product shall be considered a product that could be reasonably expected to materially and adversely affect Licensor’s business or reputation. Further, Licensor shall have the right to request a product recall if there is a reasonable basis for believing that the product or category of products poses a danger to person or property, and Licensee shall promptly comply upon written notice of such request. If Licensee wishes to resume sale of a product, Licensor shall have the right to approve such resumption.

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     3.5 Samples. Licensee shall submit to Licensor upon reasonable request, specimens of uses of the Licensed Trademarks, including: (a) representative products that will bear any Licensed Trademark or be marketed, promoted, advertised, distributed or sold using any Licensed Trademark; and (b) samples of all Promotional Material. If, after review of such materials or samples, Licensor is concerned about compliance with any aspect of this Agreement, Licensee shall provide such additional materials and samples as Licensor may reasonably request. If Licensor discovers any improper use of the Licensed Trademarks in any such submission, Licensee shall remedy the improper use immediately upon written notice. Notwithstanding anything to the contrary, the requirements of this Section 3.5 shall not apply to existing inventory of Licensed Product or to existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark, in each case that Licensee is permitted to use pursuant to Section 2.2.

     3.6 Inspections. In addition to Section 3.3, Licensee shall cooperate with Licensor to ensure that quality standards applicable to Licensed Products other than those existing inventories of Licensed Products acquired pursuant to Section 2.2 are met by permitting Licensor to inspect only those manufacturing and other facilities directly related to the manufacture of Licensed Products, upon reasonable notice and no more than once a year, and only in a manner that will not unreasonably interfere with Licensee’s business activities, provided that Licensee shall arrange for and accompany Licensor on any inspections to third-party facilities.

     3.7 Standards Compliance. If Licensee publicly states that any Licensed Product is compliant with any applicable industry standard, Licensee shall ensure that such Licensed Product is fully compliant with all mandatory requirements of such standard, except for compliance with such applicable industry standards for which Licensor is responsible under the Supply Agreement. For the avoidance of doubt, any use of a logo or trademark associated with an industry standard (e.g., the logo “DVD” or “Blu-ray”) shall be deemed a public statement that the Licensed Product is compliant with the applicable industry standard.

ARTICLE IV

REVIEW PROCESS

     4.1 Informal review. When plans for an RRM Product are reasonably definite, Licensee may, in its discretion, provide Licensor with such information as is reasonably available regarding the product’s functional, performance and other technical specifications, the target market, and marketing and branding plans through the Strategic Relationship Committee or otherwise as the parties may agree. If Licensor has any concerns about such product (or the related plans) Licensor shall have the opportunity to meet with the appropriate product management personnel of Licensee. Licensee shall have no obligations to make any changes to the product plans to respond to Licensor’s comments. Licensor shall have no obligation to provide any comments until Licensee formally requests that Licensor approve the product as a Licensed Product as set forth in Section 4.2 below.

     4.2 Formal review. During the first ten (10) years after the Effective Date, Licensee may request that an RRM Product, commercialized by or to be commercialized by Licensee or its Affiliates prior to the end of such period, be included as a Licensed Product under this

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Agreement. For purposes of clarification, Licensee need not make such request for enhancements to existing Licensed Products that implement changes in speed and capacity. To request that an RRM Product be included as a Licensed Product, Licensee shall provide Licensor with (a) detailed functional, performance and other technical specifications of the product, (b) a sample of the product, (c) information on quality control (including target defect rates, performance data, etc.), environmental impact, health and human safety and intellectual property, (d) data comparing the new product to competing products in the market, if any, including with respect to quality and performance, and (e) sales and marketing plans describing, among other things, the target market, the proposed branding strategy, specifying how the brand will be used in a manner compatible (or not inconsistent) with Licensor’s written branding goals/policies (and if Licensee will sell the products under other brands as well, how Licensed Trademark-branded products will be positioned relative to these other brands in terms of product performance and other key features).

     4.3 Review process. Licensor shall have sixty (60) days to provide comments on, approve or disapprove the request, provided that such period shall not begin to run unless the materials are reasonably complete. Licensor shall have the right to request additional information within this period or to notify Licensee that it needs additional time (not to exceed thirty (30) days) to complete its review. Licensee shall provide additional information reasonably requested by Licensor and shall meet with Licensor representatives as reasonably requested. Licensor shall approve the product unless it has a Commercial Reason to disapprove the request.

ARTICLE V

GOVERNANCE

     5.1 Relationship Managers. Each of Licensee and Licensor shall appoint a relationship manager who shall serve as its primary point of contact for the other in all matters relating to this Agreement (a “Relationship Manager”). The Relationship Managers shall participate in regular meetings to review the parties’ performance hereunder, to review the product roadmaps of Licensee and other Licensed Entities for Licensed Products, to resolve any issues arising out of the rights granted to, and obligations undertaken by, the parties hereunder, including any issues relating to Quality Guidelines, and to otherwise manage the parties’ relationship under this Agreement.

     5.2 Strategic Relationship Committee. Each of Licensee and Licensor shall appoint at least two senior executives to a joint strategic relationship committee (a “Strategic Relationship Committee”). The Strategic Relationship Committee shall meet at least twice a year, either in person or remotely. Among other things, as mutually agreed by the parties, the Strategic Relationship Committee shall be responsible for resolving disputes on an informal basis as set forth in Section 5.3.

     5.3 Dispute Resolution. If a significant dispute under this Agreement, including as to a Material Breach, arises that the Relationship Managers cannot resolve (a “Dispute”), and provided that each of Licensee and Licensor have the unrestricted right and ability to participate in the process described in this Section 5.3 (and to effect a cure or take other action to which the

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parties might agree) without approval of any third party, including but not limited to a trustee in bankruptcy or a receiver, then the Dispute shall be resolved as follows, in order, before instituting legal proceedings.

          (a) Strategic Relationship Committee: Either Licensee or Licensor shall first refer the Dispute to the Strategic Relationship Committee for resolution. A Dispute shall be deemed referred upon either such party providing the other party with written notice that it wishes to refer the Dispute to the Strategic Relationship Committee in accordance with Section 10.9.

          (b) Chief Executive Officers: If the Strategic Relationship Committee is unable to resolve the Dispute thirty (30) days after the Dispute is referred to the Strategic Relationship Committee, either Licensee or Licensor may refer the Dispute to the Chief Executive Officers of Licensee and Licensor for resolution. A Dispute shall be deemed referred upon either such party providing the other party with written notice that it wishes to refer the Dispute to the Chief Executive Officers in accordance with Section 10.9 within fifteen (15) days after the expiration of such thirty (30)-day period. If no such notice is provided, the dispute resolution process hereunder as to the Dispute in question will be deemed complete.

          (c) Nonbinding Mediation: If Licensee or Licensor elects to refer a Dispute to the parties’ Chief Executive Officers pursuant to Section 5.3, and the Chief Executive Officers are unable to resolve the Dispute within thirty (30) days after such election, either Licensee or Licensor may elect to refer the Dispute to nonbinding mediation conducted in the English language in New York, New York, using a neutral mediator having experience with the data storage industry and trademark licenses, in accordance with the rules of the Center for Public Resources (with costs shared equally). A Dispute shall be deemed to be so referred upon either such party providing the other party with written notice that it wishes to refer the Dispute to mediation in accordance with Section 10.9. If no such notice is provided, the dispute resolution process hereunder as to the Dispute in question will be deemed complete. If such notice is provided, both parties shall request that the mediation be completed as promptly as practical and shall cooperate in moving the mediation process promptly forward, but the mediation shall, in any event, be deemed completed sixty (60) days after the request to refer the Dispute to mediation.

          (d) Efforts to Cure: Each of Licensor and Licensee agrees to make (and in the case of Licensee, to cause any Licensed Entity to make) commercially reasonable efforts, during the pendency of the foregoing dispute resolution procedure, to cure the breach or otherwise address the business concerns identified by the other party, to the extent possible on commercially reasonable terms.

          (e) Timing Issues: Either of Licensee and Licensor may commence the foregoing process as to a dispute at any time, and need not wait for the passage of any notice or cure period specified in Section 5.3 or for the occurrence of all facts otherwise required to give rise to any contractual right as to the matter in Dispute, including a right to terminate. In no event shall a party be required to engage in the dispute resolution process set forth in this Section 5.3, or be precluded from exercising its rights by reason thereof, for more than one hundred twenty (120) days (in total) from the party’s first submission of a Dispute to the

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Strategic Relationship Committee under Section 5.3, without its written consent to an extension. No dispute or disagreement relating to the same essential facts and circumstances may be referred to the dispute resolution process under this Section 5.3 more than once.

          (f) Judicial Remedies: Nothing in this Section 5.3 shall preclude either of Licensee or Licensor from seeking interim judicial relief to prevent immediate, irreparable harm to its interests. In the event that the procedures set forth in this Section 5.3 shall have been completed without agreement being reached between the parties, either Licensee or Licensor shall be free to pursue any available judicial remedies pursuant to Section 10.7.

     5.4 Right of First Refusal.

          (a) Unsolicited Offer from a Designated Entity: As soon as practicable, and in any event within five (5) days, after Licensee’s receipt from a Designated Entity of any unsolicited oral or written offer with respect to a transaction which could constitute a Change of Control transaction with respect to Licensee (a “Sale Transaction”), Licensee shall notify Licensor in writing of such offer, and if the offer is in writing, provide a copy thereof. For the avoidance of doubt, such notice must identify the Designated Entity and contain all material terms of the Sale Transaction other than customary standard provisions. Promptly upon Licensee’s agreement in principle on the terms of any such Sale Transaction, Licensee shall provide Licensor with written notice (the “Offer Notice”) setting forth (i) the price, material terms and conditions of the proposed Sale Transaction, including the identity of the Designated Entity making the offer; and (ii) a copy of any written proposal, term sheet, letter of intent or other agreement relating to the proposed Sale Transaction. Licensor will have thirty (30) Business Days from the date of the Offer Notice (the “Notice Period”) to agree to acquire Licensee (or, if less than a full acquisition is contemplated in the Offer Notice, elect to pursue the transaction described therein), for the price and upon the terms and conditions specified in the Offer Notice, by giving written notice (an “Acceptance Notice”) to Licensee. If Licensor fails to provide an Acceptance Notice within the Notice Period, Licensee will have sixty (60) days after the end of the Notice Period to execute a definitive agreement with the Designated Entity specified in the Offer Notice on terms and conditions no more favorable to the counter-party than the terms and conditions set forth in the relevant Offer Notice. In the event Licensee does not so execute a definitive agreement within such period, Licensee may not thereafter enter into any binding agreement with respect to a Change in Control transaction with such Designated Entity without first offering such opportunity to Licensor in the manner provided in this Section 5.4(a). If Licensor provides an Acceptance Notice within the Notice Period but no definitive agreement is reached between Licensor and Licensee within ninety (90) days after the date of the Acceptance Notice, Licensee shall have the right to restart the negotiations with the Designated Entity on the terms originally set out in the Offer Notice, but in no event may Licensee execute a definitive agreement with such Designated Entity on terms and conditions more favorable to such entity than those set forth in the Offer Notice. In the event that, during the pendency of the negotiations pursuant to an Acceptance Notice, Licensee receives a further offer from the Designated Entity that it considers superior to the initial offer, Licensee may elect to pursue that offer, in which case the process provided in this Section 5.4(a) shall be restarted and Licensee shall delver a new Offer Notice to Licensor.

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          (b) Unsolicited Offer from a Non-Designated Entity: For so long as Licensor’s rights under Section 1.5(b) of the Investor Rights Agreement remain in effect, if Licensee receives an unsolicited offer for a Sale Transaction from a Person other than a Designated Entity (a “Non-Designated Entity”), then Licensee shall notify Licensor in writing of such offer, and if the offer is in writing, provide a copy thereof. Other than the notice requirement, and without limiting any of Licensor’s rights under the Investor Rights Agreement, none of the requirements of Section 5.4(a) shall apply to such unsolicited offer.

          (c) Solicitation of Offers with Response from a Designated Entity: If Licensee initiates a process to solicit offers for a Sale Transaction, Licensee will include Licensor in such process (including by providing Licensor with access to all materials provided generally to potential bidders and at least the same opportunity to submit bids in response thereto). If Licensee reaches an agreement in principle on the terms of a Sale Transaction with a Designated Entity and Licensor has submitted a competing offer, then all of the provisions of Section 5.4(a) shall apply to the Designated Entity’s offer. If Licensee reaches an agreement in principle on the terms of a Sale Transaction with a Designated Entity and Licensor has not submitted a competing offer, then Licensee shall notify Licensor in writing of the Designated Entity’s offer in accordance with Section 5.4(a), and if the offer is in writing, provide a copy thereof, but none of the other requirements of Section 5.4(a) shall apply to such solicited offer.

          (d) Solicitation of Offers with Response from a Non-Designated Entity: For so long as Licensor’s rights under Section 1.5(b) of the Investor Rights Agreement remain in effect, if, as a result of the solicitation process initiated in Section 5.4(c), Licensee reaches an agreement in principle on the terms of a Sale Transaction with a Non-Designated Entity and Licensor has submitted a competing offer, then Licensee shall notify Licensor in writing of the Non-Designated Entity’s offer in accordance with Section 5.4(a), and if the offer is in writing, provide a copy thereof, but Licensee shall not be bound by any of the other requirements of Section 5.4(a). If Licensee reaches an agreement in principle on the terms of a Sale Transaction with a Non-Designated Entity and Licensor has not submitted a competing offer, then, without limiting any of Licensor’s rights under the Investor Rights Agreement, none of the requirements of Section 5.4(a) shall apply to such solicited offer.

ARTICLE VI

EFFECTIVENESS; TERM, SUSPENSION AND TERMINATION

     6.1 Effectiveness; Term. This Agreement shall become effective immediately upon the closing of the transactions contemplated in the Acquisition Agreement, which shall be the date set forth above (the “Effective Date”), and shall continue in full force and effect unless and until terminated as provided in this Article VI, although, for the avoidance of doubt, the term of the licenses granted hereunder for specific Licensed Products shall be as set forth in Section 2.1.

     6.2 Suspension.

          (a) When Suspension Applies: Licensor shall have the right to suspend the license with respect to (i) a particular type of Licensed Product (e.g., DVD, CD, Blue-ray media) throughout the Territory in the event of any Significant Breach by Licensee that affects the

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particular type of Licensed Product in more than one country or (ii) a Licensed Product in a discrete geographic territory (but in no event in a territory smaller than a country) in the event of a Significant Breach by Licensee of this Agreement that affects such Licensed Product only in such territory if Licensee fails to cure such Significant Breach within sixty (60) days after written notice by Licensor to Licensee. During the term of any suspension, Licensee shall not be authorized to and agrees that it shall not (and shall cause any Licensed Entity not to) use, reproduce and display the Licensed Trademarks for the marketing, promotion, advertisement, distribution, lease or sale of the affected Licensed Products in the particular territory identified in Section 6.2(a).

          (b) Initial Suspension Period: The initial suspension period shall begin at the end of the sixty (60)-day period and last for the shorter of (i) the date on which both parties agree in writing that the Significant Breach identified in Section 6.2(a) has been cured or (ii) one hundred twenty (120) days. If such initial suspension period ends because the parties agree that such Significant Breach has been cured, then the license for the particular Licensed Product in the particular territory identified in Section 6.2(a) shall be reinstated immediately without the need for separate notice. If such initial suspension period expires and the parties agree in writing that the Significant Breach identified in Section 6.2(a) has not been cured or Licensee fails to commence the dispute resolution process as provided in Section 6.2(c), then the license for the particular Licensed Product in the particular territory identified in Section 6.2(a) shall continue to be suspended or, at Licensor’s election, be terminated immediately upon written notice.

          (c) Further Suspension Period: If, just prior to the end of the initial suspension period, the parties remain in dispute as to whether such Significant Breach has been cured, Licensee may commence a dispute resolution process pursuant to Section 5.3 and the previously suspended license shall remain suspended pending the outcome of such dispute resolution process. If, at the conclusion of such dispute resolution process, there is a written agreement by the parties that the Significant Breach has been cured, then the license for the particular Licensed Product in the particular territory identified in Section 6.2(a) shall be reinstated immediately without the need for separate notice. If, at the conclusion of such dispute resolution process, there is a written agreement by the parties that the Significant Breach has not been cured or there is no agreement reached about whether the Significant Breach has been cured, then the license for the particular Licensed Product in the particular territory identified in Section 6.2(a) shall continue to be suspended or, at Licensor’s election, be terminated immediately upon written notice as to the Licensed Products and territories in question, subject to the any rights and remedies of Licensee pursuant to Section 5.3(f).

     6.3 Termination for Convenience. At any time after the twenty-fifth (25^th) anniversary of the Effective Date, Licensor may terminate this Agreement in its sole discretion, and for any reason, upon one (1) year’s written notice to Licensee.

     6.4 Termination for Cause. Licensor, or in the case of Sections 6.4(e) or 6.6 either Licensor or Licensee, shall additionally have the right to terminate this Agreement as set forth below:

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          (a) Material Breach of Investor Rights Agreement: upon written notice to Licensee, in the event of material breach by Licensee of the Investor Rights Agreement which is not cured within sixty (60) days after written notice by Licensor to Licensee;

          (b) Withdrawal from Business: upon written notice to Licensee, in the event that Licensee withdraws from or discontinues its conduct of the Business;

          (c) Change of Control: in the event of a Change of Control of Licensee, provided that Licensor (i) shall have given written notice to Licensee of its election to terminate within sixty (60) days after the Change of Control shall have been publicly announced and, together which such notice, shall have either (i) (A) tendered to Licensee that number of shares of common stock of Licensee equal to fifty percent (50%) of the shares of common stock of Licensee received by Licensor and its Affiliates at Closing under the Acquisition Agreement and (B) paid to Licensee, in immediately available funds, an amount in U.S. Dollars equal to fifty percent (50%) of the cash received by Licensor and its Affiliates at Closing or pursuant to any notes issued to them at Closing, each such amount of cash and number of shares multiplied by a fraction, the numerator of which shall be the number of whole years remaining prior to the twenty-fifth (25^th) anniversary of the Effective Date, and the denominator of which shall be twenty-five (25) (although in no event shall the fraction be less than zero); or (ii) paid to Licensee, in immediately available funds, an amount in U.S. Dollars equal to (A) the cash to be tendered to Licensee pursuant to clause (i) hereof plus (B) the aggregate value of the number of shares of common stock of Licensee determined pursuant to clause (i) hereof valued at a price per share equal to a simple average of the closing share price of the common stock of Licensee on the thirty (30) Trading Days, as defined in the Acquisition Agreement, ending five (5) Business Days prior to the date on which the Change of Control shall have been first publicly announced; provided, however, that the termination shall not be effective until the date one hundred eighty (180) days after the date on which such written notice shall have been given.

          (d) Divestiture: upon written notice to Licensee, upon any Divestiture of all or any material portion of Licensee’s business relating to the marketing, distribution or sale of Licensed Products, where “Divestiture” means any sale, assignment or other transfer to another Person all or any material portion of any relevant assets relating to or primarily used in such business, but not including a sale of all or substantially all of the assets of Licensee;

          (e) Material Breach of Agreement: upon written notice to the other party, in the event of a Material Breach by such other party, which is not cured within sixty (60) days after written notice by the party to the other party, provided, however, that if, during such sixty (60)-day period, the other party commences a dispute resolution process pursuant to Section 5.3 with respect to the party’s notice of breach (or the breach is otherwise subject to a dispute resolution process thereunder), such termination shall not become effective until the later of (i) one hundred twenty (120) days after the commencement of such dispute resolution process or (ii) the end of any extension period beyond such one hundred twenty (120)-day period to which the party has expressly agreed in a writing that refers to Section 5.3 and this Section 6.4(e). Notwithstanding the foregoing, the parties acknowledge that, from time to time, there may be de minimus breaches of quality control requirements of this Agreement by Licensee but that, for so long as Licensee is diligently curing such breaches, such breaches shall be disregarded in determining whether Licensee is in Material Breach (although Licensor may commence the

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dispute resolution processes of Section 5.3 if it views such breaches as significant in the aggregate). Notwithstanding the foregoing, the parties further acknowledge that a Material Breach will only give rise to Licensor’s right to terminate this Agreement if (a) the Material Breach affects more than one Licensed Product in more than one country; or (b) Licensor previously has exercised its right to suspend the license as to a particular Licensed Product due to a failure by Licensee to cure a Material Breach within the initial sixty (60) day cure period specified in Section 6.2.

     6.5 Other Termination Rights. Either of Licensor or Licensee may terminate this Agreement immediately upon written notice to the other party upon:

          (a) the filing by the other party of a petition in bankruptcy or insolvency;

          (b) any adjudication that the other party is bankrupt or insolvent;

          (c) the filing by the other party of any legal action or document seeking reorganization, readjustment or arrangement of such party’s business under any law relating to bankruptcy or insolvency;

          (d) the appointment of a receiver for all or substantially all of the property of the other party;

          (e) the making by the other party of any assignment for the benefit of creditors; or

          (f) sixty (60) days after the institution of any proceedings for the liquidation or winding up of the business of, or for the termination of the corporate charter of, the other party if such proceedings are not dismissed such sixty (60)-day period.

     6.6 Termination for Termination of IMN Trademark License Agreement. Licensor may terminate this Agreement immediately upon written notice to Licensee upon the effective date of termination of the IMN Trademark License Agreement for cause or default of Imation C.V. (or any Licensed Entity) under such agreement. Licensee may terminate this Agreement immediately upon written notice to Licensor upon the effective date of termination of the IMN Trademark License Agreement for cause or default of Licensor under such agreement.

     6.7 Effect of Termination.

          (a) Termination of License: Upon termination of this Agreement for any reason, subject to Section 6.7(b), all rights and licenses granted hereunder (including any Sublicense Agreements executed pursuant hereto) shall immediately terminate (and Licensee and any Licensed Entities shall cease all use of the Licensed Trademarks), provided that Licensee may use the Licensed Trademarks (i) for historical reference, including to keep records and other historical or archived documents (including customer contracts and/or marketing materials) containing or referencing the Licensed Trademarks and to refer to the historical fact that Licensee and the Licensed Entities previously used the Licensed Trademarks, but not, for the avoidance of doubt, for marketing, promotion, advertisement, distribution, lease or sale of Licensed Products, and (ii) in any manner permitted under applicable law.

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          (b) Use Up Rights: Without limiting any rights of Licensee pursuant to Sections 2.2 and 6.7, upon any termination of this Agreement under Section 6.4(a), 6.5, or 6.6, Licensee shall have the right to continue to (i) sell and/or otherwise dispose of any Licensed Products bearing a Licensed Trademark which are on hand or in process, and (ii) use the Licensed Trademarks on Internet and Intranet websites and on existing stocks of packaging, Promotional Material, and other documents and materials related to the Licensed Products in connection with sales permitted pursuant to the preceding clause (i), provided that such rights shall not exceed one hundred eighty (180) days following termination of this Agreement.

          (c) Survival: The following provisions shall survive the termination of this Agreement: Section 6.7 and Articles I, VII, VIII, IX, and X and Exhibit B.

     6.8 Termination Remedies. Termination of this Agreement by a party shall be without prejudice to any other right or remedy of such party under this Agreement or applicable law.

ARTICLE VII

INDEMNIFICATION

     7.1 Indemnification by Licensee. Licensee shall, at its own expense, indemnify, defend, and hold harmless Licensor and its affiliates, and their respective officers, directors, employees and representatives, from and against any claim, demand, cause of action, liability, expense (including attorney’s fees and costs), or damages to the extent arising from a third party claim with respect to:

          (a) Licensed Products (except to the extent that Licensor is obligated to indemnify Licensee under the Supply Agreement), including any claim alleging product liability, injury to property or person, or infringement of intellectual property rights (except to the extent that Licensor is obligated to provide indemnification for such infringement claim under Section 7.2);

          (b) use of any Licensed Trademark by Licensee or any Licensed Entity (except to the extent that Licensor is obligated to provide indemnification for such claim under Section 7.2); and

          (c) any breach by Licensee, or any Licensed Entity of this Agreement (or any applicable Sublicense Agreement), including to the extent arising from any termination of this Agreement in accordance with Article VI.

     7.2 Indemnification by Licensor. Licensor shall, at its own expense, indemnify, defend, and hold harmless Licensee and its affiliates, and their respective officers, directors, employees and representatives, from and against any claim, demand, cause of action, liability, expense (including attorney’s fees and costs), or damages to the extent arising from a third party claim with respect to:

          (a) Licensee’s alleged infringement of (i) third party copyrights and trademark rights (which include claims for unfair competition, dilution and other similar claims)

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arising from Licensee’s use of the TDK Marks pursuant to Section 2.2 or (ii) third party copyrights and trademark rights in the United States or Japan or third party rights in a registered Community Trade Mark (which include claims for unfair competition, dilution and other similar claims relating to such rights) arising from Licensee’s Display of the Licensed Trademark; except in either case, to the extent that such infringement arises from Licensee’s non-compliance with Licensor’s requirements for Display of the TDK Marks or Licensed Trademarks; and

          (b) any breach by Licensor of this Agreement, including to the extent arising from any termination of this Agreement in accordance with Article VI; provided, that Licensee’s sole and exclusive remedy for any breach of Licensor’s representation and warranty set forth at Section 8.1(c) hereof shall be indemnification by the Licensor pursuant to this Section 7.2.

     7.3 Miscellaneous. The party seeking to be indemnified pursuant to this Article VII (as applicable, the “Indemnified Party”) shall be entitled to indemnification hereunder only if it gives written notice to the party obligated to provide such indemnification hereunder (the “Indemnifying Party”) of any claims, suits or proceedings by third parties which may give rise to a claim for indemnification with reasonable promptness after receiving written notice of such claim (or, in the case of a proceeding, is served in such proceeding); provided, however, that failure to give such notice shall not relieve the Indemnifying Party of its obligation to provide indemnification, except if and to the extent that the Indemnifying Party is actually and materially prejudiced thereby. If the Indemnifying Party confirms in writing to the Indemnified Party that it is prepared to assume its indemnification obligations hereunder, the Indemnifying Party shall have sole control over the defense of the claim, at its own cost and expense; provided, however, that the Indemnified Party shall have the right to be represented by its own counsel at its own cost in such matters. Notwithstanding the foregoing, the Indemnifying Party shall not settle or dispose of any such matter in any manner which would require the Indemnified Party to make any admission, or to take any action (except for ceasing use or distribution of the items subject to the claim) without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed. Each party shall reasonably cooperate with the other party and its counsel in the course of the defense of any such suit, claim or demand, such cooperation to include using reasonable efforts to provide or make available documents, information and witnesses and to mitigate damages.

ARTICLE VIII

REPRESENTATIONS; LIMITATION OF WARRANTY AND LIABILITY

     8.1 Warranties as of Effective Date. Licensor represents and warrants to Licensee as follows as of the Effective Date:

          (a) Licensor has the right to grant the licenses contemplated by this Agreement, without the need for any licenses, releases, consents, approvals or immunities not yet granted and no licenses granted in this Agreement are inconsistent with or contrary to any licenses previously granted by Licensor.

          (b) Licensor owns all right, title and interest in the TDK Marks and Licensed Trademarks free and clear of any liens, security interests, obligations, or other encumbrances.

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          (c) In the two (2) years prior to the Effective Date, no Person has asserted to Licensor in writing that any TDK Mark or Licensed Trademark is invalid or not enforceable and there are no such claims pending as of the Effective Date. The TDK Diamond Logo and Licensed Trademarks that are registered Trademarks or that are the subject of pending Trademark applications are in full force and effect, and all actions required to keep such registrations or applications pending or in effect or to provide full available protection, including payment of filing and maintenance fees and filing of renewals, statements of use or affidavits of incontestability, have been taken and no such applications or registrations are the subject of any opposition, cancellation, or other proceeding placing in question the validity or scope of such rights.

          (d) In the two (2) years prior to the Effective Date, Licensor has received no written notice by a third party that the Display of TDK Marks or Licensed Trademarks in connection with Licensed Products infringes such third party’s intellectual property rights and no such claims are pending as of the Effective Date.

          (e) Exhibits D and F contain complete and accurate listings of all Headphone Products and Speaker Products currently marketed by Licensor.

     8.2 Warranties as of Date of Update. Licensor represents and warrants to Licensee as follows as of the date of any Updates to Display Guidelines that result in a material change to a Licensed Trademark:

          (a) Licensor has the right to grant the licenses contemplated by this Agreement, without the need for any licenses, releases, consents, approvals or immunities not yet granted and no licenses granted in this Agreement are inconsistent with or contrary to any licenses previously granted by Licensor.

          (b) Licensor owns all right, title and interest in such Licensed Trademark free and clear of any liens, security interests, obligations, or other encumbrances.

          (c) There are no claims pending that such Licensed Trademark, as modified, is invalid or not enforceable, which claims would not apply to the Licensed Trademark before the modification.

          (d) There are no written notices or claims pending by a third party that the Display of such Licensed Trademark, as modified, in connection with Licensed Products infringes such third party’s intellectual property rights, which claims would not apply to the Licensed Trademark before the modification.

     8.3 Disclaimer of Warranties. EXCEPT AS SET FORTH IN THIS SECTION, LICENSOR HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY, ENFORCEABILITY, NONINFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE DUE TO COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, WHETHER RELATED TO THE LICENSED TRADEMARKS, ADDITIONAL LICENSED DOMAIN NAMES, OR OTHERWISE.

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ARTICLE IX

CONFIDENTIAL INFORMATION

     9.1 Definition. “Confidential Information” means (a) all RRM Product information provided by Licensee to Licensor under the review process described in Article IV, (b) all Sublicense Agreements, and (c) all information disclosed by one party to any other party (in writing, orally or in any other form) that is designated, at or before the time of disclosure, as confidential. The party disclosing Confidential Information shall be a “Discloser” and the party receiving Confidential Information shall be a “Recipient.”

     9.2 Exclusions. Confidential Information does not include information or material that (a) is now, or hereafter becomes, through no act or failure to act on the part of the Recipient, generally known or available; (b) is or was known by the Recipient at or before the time such information or material was received from the Discloser; (c) is furnished to the Recipient by a third party that is not under an obligation of confidentiality to the Discloser with respect to such information or material; or (d) is independently developed by the Recipient.

     9.3 Restrictions on Use. During the term of this Agreement and for a period of three (3) years thereafter, the Recipient shall hold Confidential Information in confidence and shall not disclose to third parties or use such information for any purpose whatsoever other than as necessary in order to fulfill its obligations or exercise its rights under this Agreement. The Recipient shall take all reasonable measures to protect the confidentiality of the other party’s Confidential Information in a manner that is at least protective as the measures it uses to maintain the confidentiality of its own Confidential Information of similar importance. Notwithstanding the foregoing, the Recipient may disclose the other party’s Confidential Information (a) to employees and consultants that have a need to know such information, provided that each such employee and consultant is under a duty of nondisclosure that is consistent with the confidentiality and nondisclosure provisions herein, and (b) to the extent the Recipient is legally compelled to disclose such Confidential Information, provided that if permitted by applicable law and regulations the Recipient shall give advance notice of such compelled disclosure to the other party, and shall cooperate with the other party in connection with any efforts to prevent or limit the scope of such disclosure and/or use of the Confidential Information.

ARTICLE X

MISCELLANEOUS

     10.1 No Assignment or Transfer. No party shall, or shall have the right to, assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other parties to this Agreement, each in its sole discretion; provided, that, subject to Licensee’s compliance with the terms hereof with respect to a Change of Control, the foregoing shall not apply to an assignment by Licensee of its rights and obligations hereunder in connection with a transfer of all or substantially all of Licensee’s assets.

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Except as expressly provided herein, any purported assignment, sale, transfer, sublicense, delegation or other disposition by any party shall be null and void.

     10.2 Injunctive Relief. Licensee acknowledges that a breach by it of its obligations under this Agreement, including its obligations set forth in Sections 2.6, 2.7 and Article III, may cause Licensor irreparable damage. Accordingly, Licensee agrees that in the event of such breach or threatened breach, in addition to remedies at law, Licensor shall have the right to seek injunctive or other equitable relief, without the necessity of posting any bond or other security, to prevent Licensee’s violations of its obligations hereunder. Licensor acknowledges that a breach of its obligations under this Agreement, including its obligations set forth in Section 6.4 or Article IX may cause Licensee irreparable damage. Accordingly, Licensor agrees that in the event of such breach or threatened breach, in addition to remedies at law, Licensee shall have the right to seek injunctive or other equitable relief, without the necessity of posting any bond or other security, to prevent Licensor’s violations of its obligations hereunder.

     10.3 Severability. If any provision of this Agreement, or the application thereof to any Person, place or circumstance, are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, and the remainder of this Agreement and such provisions as applied to other Persons, places and circumstances shall remain in full force and effect.

     10.4 Waivers. The waiver by a party of a breach of or a default under any provision of this Agreement, shall not be effective unless such waiver is in writing, expressly states that is waiver hereunder, and identifies the breach or default to be waived. No waiver hereunder shall, in any event, be construed as a waiver of any subsequent breach of, or default under, the same or any other provision of this Agreement, nor shall any delay or omission on the part of a party in exercising or availing itself of any right or remedy, or any course of dealing hereunder, operate as a waiver of any right or remedy.

     10.5 Amendments. This Agreement may be amended only by written document, expressly stating that it is an amendment to this Agreement, identifying the provisions of this Agreement to be amended, and duly executed on behalf of each of the parties hereto. No delay or omission on the part of a party in exercising or availing itself of any right or remedy, or any course of dealing hereunder, operate as an amendment with respect to any provision hereof.

     10.6 Governing Law. This Agreement is to be construed in accordance with and governed by the internal laws of the State of New York without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties.

     10.7 Consent to Jurisdiction.

          (a) Licensee hereby irrevocably submits and agrees to cause all other Qualified Entities sublicensed hereunder to irrevocably submit on or prior to the execution of the relevant Sublicense Agreement), and Licensor hereby irrevocably submits to the exclusive

26

jurisdiction of the state and federal courts located in the State of New York, New York County, for the purposes of any suit, action or other proceeding arising out of this Agreement or any Sublicense Agreement (and each agrees that no such action, suit or proceeding relating to this Agreement or the Sublicense Agreements shall be brought by it or any of its affiliates except in such courts). Licensee irrevocably and unconditionally waives (and agrees not to plead or claim), and agrees to cause any Qualified Entities sublicensed hereunder to irrevocably and unconditionally waive (and not to plead or claim), and Licensor irrevocably and unconditionally waives (and agrees not to plead or claim), any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the Sublicense Agreements in such courts or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

          (b) Licensee further agrees, and agrees to cause the other Licensed Entities to agree, and Licensor further agrees, that service of any process, summons, notice or document by U.S. registered mail to such person’s respective address set forth above shall be effective service of process for any action, suit or proceeding in the state and federal courts located in the State of New York, New York County, with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding clause (a). In addition, Licensee irrevocably and unconditionally waives, and agrees to cause the other Licensed Entities to irrevocably and unconditionally waive, and Licensor irrevocably and unconditionally waives, application of the procedures for service of process pursuant to the Hague Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters.

          (c) Each party hereby irrevocably waives any right it may have, and agrees not to request, a jury trial for the adjudication of any dispute hereunder or in connection herewith or arising out of this Agreement or the Sublicense Agreements.

     10.8 Independent Contractors. Each party is an independent contractor and neither party’s personnel are employees or agents of the other party for federal, state or other taxes or any other purposes whatsoever, and are not entitled to compensation or benefits of the other. Except for the specific obligations set forth in this Agreement, nothing hereunder shall be deemed to constitute, create, give effect to or otherwise recognize a joint venture, partnership or business entity of any kind, nor shall anything in this Agreement be deemed to constitute either party the agent or representative of the other.

     10.9 Notices. All notices, demands and other communications to be given or delivered under this Agreement shall be in writing and shall be deemed to have been given (a) when delivered if personally delivered by hand, (b) when received if sent by an internationally recognized overnight courier service, (c) ten (10) days after being mailed, if sent by first class mail, return receipt requested, or (d) when receipt is acknowledged by an affirmative act of the party receiving notice, if sent by facsimile, telecopy or other electronic transmission device (provided that such an acknowledgement does not include an acknowledgment generated automatically by a facsimile or telecopy machine or other electronic transmission device and further provided that recipient shall not withhold or delay acknowledgement if actual receipt has occurred). Notices, demands and communications to Licensor and Licensee shall, unless another address is specified in writing, be sent to the address indicated below:

27

To Licensor:	To Licensee:
TDK Corporation	Imation Legal Affairs
13-1 Nihonbashi 1-chome, Chuo-ku	1 Imation Place
Tokyo 103-8272, Japan	Oakdale, MN 55128, USA
Attn: General Manager,	Attn: General Counsel
Corporate Planning Department

     10.10 Entire Agreement. This Agreement (including the Exhibits attached hereto, which are incorporated herein by reference) constitutes the entire agreement of the parties hereto with respect to its subject matter. This Agreement supersedes all previous, contemporaneous and inconsistent agreements, negotiations, representations and promises between the parties, written or oral, regarding the subject matter hereunder. There are no oral or written collateral representations, agreements or understandings except as provided herein.

     10.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     10.12 Right to Compete. Nothing in this Agreement is intended to restrict Licensee from the development, marketing, sales, and distribution of Licensed Products or similar products or services under Trademarks other than the Licensed Trademarks. Licensor expressly acknowledges and agrees that the activities described in the prior sentence shall be deemed not to violate any section of this Agreement including Section 3.2.

     10.13 Export/Import Compliance. Licensee shall ensure that the sale, distribution, export and import of Licensed Products by Licensee, and by its Affiliates, comply in all cases with all applicable export and/or import laws of the jurisdiction in which such sales, distribution, export or import occur, including, the Wassenaar Arrangement on Export Controls for Conventional Arms and Dual-Use Goods and Technologies and the Foreign Exchange and Foreign Trade Law of Japan.

[Remainder of page left intentionally blank.]

28

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

LICENSOR:
	TDK Corporation
By:	/s/ Shiro Nomi
	Name:	Shiro Nomi
	Title:	Senior Vice President

LICENSEE:
	Imation Corp.
By:	/s/ John L. Sullivan
	Name:	John L. Sullivan
	Title:	Senior Vice President, General Counsel & Corporate Secretary

29

EXHIBIT A

LICENSED TRADEMARKS

TDK LIFE ON RECORD LOGO

TDK MARKS

TDK

DIAMOND DESIGN:

TDK DIAMOND LOGO:

A-1

EXHIBIT B

DEFINITIONS

     “13D Group” means any partnership, syndicate or other group, as those terms are used within the meaning of Section 13(d)(3) of the U.S. Securities Exchange Act of 1934.

     “Acceptance Notice” has the meaning set forth in Section 5.4(a).

     “Accessory Products” means optical disc jewel cases, optical disc storage cases and storage racks, optical disc label kits, cleaning kits for optical discs, magnetic cleaning cartridges and similar products that are directly related and ancillary to the end user’s use of Core Products and have no independent utility except when used for or in conjunction with a Core Product. For the avoidance of doubt, Accessory Products do not include products which include a power source.

     “Additional Licensed Domain Names” has the meaning set fort in Section 2.3.

     “Affiliate” means, when used with reference to any Person, any other Person that directly, or indirectly through one or more intermediaries, has Control of the first Person, or of which the first Person has Control, or which is under common Control with the first Person.

     “Agreement” has the meaning set forth in the Preamble.

     “Acquisition Agreement” has the meaning set forth in the Recitals.

     “Business” means the sales, service and support functions for Licensed Products bearing a Licensed Trademark.

     “Business Day” means any day, other than weekends, on which commercial banks in New York City are open for business.

     “Change of Control” with respect to Licensee means any of the following transactions:

     (a) the acquisition by any Person, as a result of one transaction or a series of transactions over time, of voting securities representing, directly or indirectly, more than 50% of the aggregate voting rights of Licensee, as a result of which Licensee is under the direct or indirect control of any Designated Entity, whether singly or as a member of a 13D Group;

     (b) Licensee’s consolidation with or merger with or into another Person, whether or not Licensee is the surviving entity in such transaction, unless, immediately after such consolidation or merger, shareholders of Licensee prior to the transaction continue to own voting securities representing, directly or indirectly, more than 50% of the aggregate voting rights of such new or surviving entity, as a result of which Licensee is under the direct or indirect control of any Designated Entity, whether singly or as a member of a 13D Group; or

     (c) Licensee’s sale, assignment or other transfer to another Person of all or substantially all of Licensee’s assets, as a result of which such assets are under the direct or indirect control of any Designated Entity, whether singly or as a member of a 13D Group.

B-1

     “Commercial Reason” means a commercially reasonable reason and includes:

     (a) if Licensor is then supplying a component that is incorporated by a third party into a product that is reasonably comparable to the RRM Product that Licensee has proposed to include within the scope of Licensed Products (including any form of hard disk drive product) or a product that would directly compete with such product over a material range of applications;

     (b) if the RRM Product or product plan provided by Licensee therefor is not, in Licensor’s reasonable judgment, consistent with Licensor’s written branding strategy (including as to quality assurance, environmental impact, health and human safety, intellectual property) and positioning relative to Licensee’s other brands;

     (c) if Licensor has made a substantial investment (i.e., more than twenty-five million U.S. Dollars ($25,000,000)) in the technology to be incorporated into the RRM Product that Licensee has proposed to include within the scope of Licensed Products (for these purposes, and for the avoidance of doubt, Licensor shall be deemed to have made such an investment in magnetoresistive random access memory (“M-RAM”) technology);

     (d) if Licensee is in Significant Breach of this Agreement at any time when a request for Licensor’s approval to include an RRM Product within the scope of Licensed Product is made or is pending, although a Commercial Reason shall only be deemed to exist so long as such Significant Breach has not been cured; and

     (e) if Licensee has repeatedly, willfully and materially breached any quality control provisions of this Agreement within the two (2)-year period prior to Licensee’s request to include a product within the scope of licensed products.

     “Confidential Information” has the meaning set forth in Section 9.1.

     “Control” of any Person means either (i) direct or indirect ownership of at least fifty-one percent (51%) of the voting share capital of, or other analogous ownership interest in, such Person or (ii) the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of securities, by contract or otherwise.

     “Core Products” means Current and Successor Optical Media Products, Current and Successor Magnetic Tape Products and Current and Successor Flash Memory Products.

     “Current Flash Memory Products” means RRM Products that Licensor or Licensee has commercialized as of the Effective Date and that are in the form of (a) a USB flash device which directly connects to a computer through a USB interface or (b) a flash card (such as Compact Flash, SmartMedia, SD Memory Card), in either case in which the media is NAND or NOR circuit type, non-volatile computer memory where each memory cell is comprised of a MOSFET structure having a floating gate region.

     “Current Magnetic Tape Products” means RRM Products that Licensor or Licensee has commercialized as of the Effective Date in which the storage medium consists of magnetic tape that is written to and read from using a magnetic head while the magnetic tape is being spooled. For the avoidance of doubt, Current Magnetic Tape Products include, but are not

B-2

limited to, LTO tape, DLTtapeIV, SuperDLTtape, audio tape, DDS/DAT, 8 mm tape, DVC tape, VHS tape, VHS-C tape, microcassette tape and endless cassette tape, and commercialized metal-evaporated (ME) tape formats.

     “Current Optical Media Products” means RRM Products that Licensor or Licensee has commercialized as of the Effective Date in which the storage medium consists of physical discs that are written to and read from using optical and/or magneto-optical means while the disc is being spun. For the avoidance of doubt, Current Optical Media Products include, but are not limited to, CDs, DVD, MO, MiniDisc, HD-DVD, and Blu-ray media.

     “Designated Entity” means any of the entities listed on Exhibit C (the “Schedule of Designated Entities”), as revised from time to time by Licensor, and their Affiliates. Licensor may revise Exhibit C, in its sole discretion, after eighteen (18) calendar months have passed after the Effective Date and once every eighteen (18) calendar months thereafter; provided, that (1) Exhibit C may not be revised to include more than six (6) entities, (2) only entities which are engaged in the research, development, design, supply, manufacture, marketing, sales or support of RRM Products or otherwise compete with any business of Licensor or Licensee may be added to Exhibit C, and (3) Exhibit C may not be revised to include any entity with which Licensee is in discussions or negotiations regarding a Change of Control as of the time of Licensor’s revision of Exhibit C, so long as Licensee has provided notice to Licensor of such discussions or negotiations.

     “Discloser” has the meaning set forth in Section 9.1.

     “Display” has the meaning set forth in Section 3.1.

     “Dispute” has the meaning set forth in Section 5.3.

     “Divestiture” has the meaning set forth in Section 6.4.

     “Domain Name Regulation” has the meaning set forth in Section 2.3.

     “Effective Date” has the meaning set forth in Section 6.1.

     “Headphone Products” means headphone products that have been commercialized by Licensor as of the Effective Date and are listed on Exhibit D and successor products that are based on the same fundamental structure and technology as such headphone products, including products that are on the migration path of such products.

     “Imation C.V.” has the meaning set forth in the Recitals.

     “IMN Trademark License Agreement” has the meaning set forth in the Recitals.

     “Indemnified Party” has the meaning set forth in Section 7.3.

     “Indemnifying Party” has the meaning set forth in Section 7.3.

     “Investor Rights Agreement” has the meaning set forth in the Recitals.

B-3

     “Licensed Entity” means a Qualified Entity which has executed a Sublicense Agreement pursuant to Section 2.5 hereof.

     “Licensed Products” means Current and Successor Optical Media Products, Current and Successor Magnetic Tape Products, Current and Successor Flash Memory Products, Accessory Products, Headphone Products, Speaker Products, and other RRM Products approved pursuant to Article IV but does not include Medical Image Data Recording Media or Specific Broadcast Media .

     “Licensee” has the meaning set forth in the Preamble.

     “Licensed Trademarks” means those Trademarks listed on Exhibit A.

     “Licensor” has the meaning set forth in the Preamble.

     “Licensor Products” means products that Licensor manufactures, distributes, or sells under a Licensed Trademark that are not Licensed Products.

     “Licensor Site” has the meaning set forth in Section 2.3.

     “Link” has the meaning set forth in Section 2.3.

     “Logo Manual” has the meaning set forth in Section 3.1.

     “Material Breach” means a breach of this Agreement that is material in relation to the totality of the transactions and relationships contemplated by the Acquisition Agreement, including those provided for in this Agreement and in the other Ancillary Agreements, as the latter term is defined in the Acquisition Agreement. Without limiting the generality of the foregoing, the purported transfer or assignment of this Agreement in violation of Section 10.1 shall be considered a Material Breach.

     “Medical Image Data Recording Media” means media that are specifically intended for recording patient medical image data, are expressly and solely marketed for use in such medical applications and are labeled as such.

     “Non-Designated Entity” has the meaning set forth in Section 5.4(b).

     “Notice of Alleged Infringement” has the meaning set forth in Section 2.9.

     “Notice Period” has the meaning set forth in Section 5.4(a).

     “Offer Notice” has the meaning set forth in Section 5.4(a).

     “Person” means an individual, corporation, partnership, limited partnership, limited liability company, unincorporated association, trust, joint venture, union or other organization or entity, including a governmental entity.

     “Product Site” has the meaning set forth in Section 2.3.

B-4

     “Promotional Material” means any advertising, marketing or promotional materials with respect to any Licensed Product.

     “Qualified Entity” means Licensee and any entity in the Territory that is (a) wholly owned by Licensee directly or indirectly, but only for so long as such entity is wholly-owned by Licensee, or (b) listed on Exhibit E, but only for so long as (i) Licensee (or a wholly owned subsidiary of Licensee) maintains the ownership interest that it has in such entity as of the Effective Date as set forth on Exhibit E and (ii) any other shareholder in such entity continues to maintain at least the ownership interest that it has in such entity as of the Effective Date as set forth on Exhibit E or, if it transfers any shares, it transfers those shares to Licensee or a wholly-owned subsidiary of Licensee. In the event that Licensee wishes to add a proposed Qualified Entity to Exhibit E, Licensee shall notify Licensor in writing of the jurisdiction of the entity, purpose of the addition, and direct and indirect ownership interest of such entity and Licensor shall have the right to approve or disapprove such request, but shall not unreasonably withhold or delay its approval of such request. For purposes of determining whether an entity is wholly-owned for purposes of the foregoing, the parties will disregard a de minimis number of shares held by a nominee if and to the extent such a nominee is required to hold such shares in connection with the due formation of the entity, or to qualify as a director, in each case under the laws of its jurisdiction of incorporation, provided that the holder of such shares (i) holds no more shares than is required by such statute, (ii) does not have the power or authority to direct or cause the direction of the management and policies of such entity, whether through the ownership of securities, by contract or otherwise, except director nominees may have such rights to the extent they can exercise them solely in accordance with the directions of Licensee, and (iii) shall only be disregarded for so long as such legal requirement exists and for as long thereafter, up to a maximum of three (3) months as may reasonably be necessary for Licensee to acquire the shares held by such nominee.

     “Quality Guidelines” has the meaning set forth in Section 3.1.

     “Quality Manual” has the meaning set forth in Section 3.1.

     “Recipient” has the meaning set forth in Section 9.1.

     “Relationship Manager” has the meaning set forth in Section 5.1.

     “Removable Recording Media (“RRM”) Products” means finished products for use by end users consisting primarily of physical media designed for the storage of information, images, or other data in digital or analog form which are (a) designed and intended to be readily insertable into and removable from a storage device or system by such end user and (b) do not incorporate or provide any other material functions (such as writing, reading, recording, retrieving, computing, processing, transmitting, receiving, displaying, measuring, detecting, reproducing or other functionality with respect to data). For the avoidance of doubt, “RRM Products” does not include products that include components such as heads or power sources because such products provide functions other than storage of data. Notwithstanding the foregoing limitation on incorporating or providing any other material functions, (1) magnetic tape products in cartridge form (e.g., LTO tape) that include an RFID tag/chip shall still constitute RRM Products and Current or Successor Magnetic Tape Products if they otherwise

B-5

meet the requirements for inclusion in the definitions of both RRM Products and Current or Successor Magnetic Tape Products, and (2) USB flash devices and flash cards that include an integrated circuit controller for controlling the transfer of data to and from such USB flash devices or flash cards and a crystal oscillator to generate a clock signal for use by such controllers shall still constitute Current or Successor Flash Memory Products if they otherwise meet the requirements for inclusion in the definitions of both RRM Products and Current or Successor Flash Memory Products.

     “Sale Transaction” has the meaning set forth in Section 5.4(a).

     “SEC” means the U.S. Securities and Exchange Commission.

     “Significant Breach” means any Licensee breach of this Agreement that has an adverse effect causing or, if continued, likely to cause significant harm to Licensor’s ownership of the Licensed Trademarks, the goodwill associated therewith or Licensor’s ability to enforce any of its rights therein. A Significant Breach may or may not be a Material Breach.

     “Speaker Products” means speaker products (a) that have been commercialized by Licensor as of the Effective Date and are listed on Exhibit F and (b) successor products that are (i) designed and intended to be used with personal computers, laptops, handheld computers, portable audio players and similar consumer products and (ii) have an integrated power supply that does not exceed 50 watts, including in each case products that are on the migration path of such products.

     “Specific Broadcast Media” means RRM Products that are sold to NHK broadcast network solely for the production of audio and video content for use in NHK’s broadcast programming. For the avoidance of doubt, Specific Broadcast Media does not cover any RRM Products that are sold to customers other than NHK broadcast network.

     “Strategic Relationship Committee” has the meaning set forth in Section 5.2.

     “Sublicense Agreement” has the meaning set forth in Section 2.5.

     “Successor Flash Memory Products” means RRM Products that are in the form of (i) a USB flash device which directly connects to a computer through a USB interface or (ii) a flash card (such as Compact Flash, SmartMedia, SD Memory Card), in either case in which the media is NAND or NOR circuit type, non-volatile computer memory where each memory cell is comprised of a MOSFET structure having a floating gate region but only if such products (a) incorporate read/write speed and recording capacity enhancements to Current Flash Memory Products, and (b) are based on the same fundamental structure and technology as Current Flash Memory Products, including products that are on the migration path of Current Flash Memory Products.

     “Successor Magnetic Tape Products” means RRM Products in which the storage medium consists of magnetic tape that is written to and read from using a magnetic head while the magnetic tape is being spooled, provided that such products are (a) product line extensions of or on the migration path from, and (b) based on the same fundamental technology as Current Magnetic Tape Products. For the avoidance of doubt, Successor Magnetic Tape Products

B-6

include, but are not limited to, Licensee’s Multi-Terabyte Tape Storage (MTS) program as well as magnetic tape formats launched by IBM, Sun StorageTek, the LTO Consortium, or Quantum that are intended to be successor products to their existing tape products.

     “Successor Optical Media Products” means RRM Products in which the storage medium consists of physical discs that are written to and read from using optical and/or magneto-optical means while the disc is being spun, provided that such products are (a) product line extensions of or on the migration path from, and (b) based on the same fundamental technology as Current Optical Media Products. For the avoidance of doubt, Successor Optical Media Products include, but are not limited to, holographic media and Blu-Ray and HD-DVD recordable, rewritable, and RAM discs, including single layer, dual layer, and dual sided discs, all speed changes for such discs, and including small format versions of such discs.

     “Supply Agreement” has the meaning set forth in the Recitals.

     “TDK Marks” has the meaning set forth in Section 2.1.

     “Territory” means the United States and its territories and possessions.

     “Trademark” means trademarks, trade names, service marks, service names, design marks, logos, trade dress, or other indicators of identification of origin, whether registered or unregistered.

     “Updates” has the meaning set forth in Section 3.1.

     “URLs” has the meaning set forth in Section 2.3.

B-7

EXHIBIT C

SCHEDULE OF DESIGNATED ENTITIES

^**

^** The appearance of a double asterisk denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

C-1

EXHIBIT D

HEADPHONE PRODUCTS

Market	Product Name	Product Number
Japan	Headphone	TEC-BP-100 TEC-CP-100 TEC-HP-100 TEC-MP-100 TEC-NP-100
Europe	Headphone	SHP-BP100 SHP-CP100 SHP-HP100 SHP-NP100 SHP-MP100
Americas	Headphone	BP100 CP100 HP100 MP100 NP100 IE100 NC100
Asia Pacific & Africa (including Oceania)	Ear Phone	CP100 BP100 HP100 MP100 NP100
	Headphone	EB-100
		EB-200
		EB-300BK
		EB-300WH
		EB-400BL
		EB-400PK
		EB-400GR
		EB-500
		ST-100
		ST-200BK
		ST-200WH
		ST-PR300
		ST-PR400
		NC-100
		NC-200
		BT-100

D-1

EXHIBIT E

LIST OF QUALIFIED ENTITIES

(SPECIFYING, FOR EACH ENTITY, THE NUMBER OF SHARES OR OTHER
EQUITY INTERESTS OUTSTANDING AS OF THE EFFECTIVE DATE, AND THE
HOLDER OF ALL SUCH SHARES OR OTHER EQUITY INTERESTS)

^**

^** The appearance of a double asterisk denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

 E-1

EXHIBIT F

SPEAKER PRODUCTS

Market	Product Name	Product No.
Japan	Speaker	SP-XA10WL
		SP-XA10WR
		SP-XA10WS
		SP-XA40WB
		SP-XA40WL
		SP-XA40WR
		SP-XA40WS
		SP-XA40WW
		SP-XA60
		SP-XA60W
		SP-XA80
		SP-XA160
Europe	Speaker	MMS-XA40WCLG
		MMS-XA40WCS
		MMS-XA40WCO
		MMS-XA40WCLG-UK
		MMS-XA40WCO-UK
		MMS-XA40WCS-UK
Asia Pacific & Africa	Speaker	TR-XA10L-AU
(including Oceania)		TR-XA10R-AU
		TR-XA10S-AU
		TR-XA40L-AU
		TR-XA40R-AU
		TR-XA40S-AU
		TR-XA60W-AU
		TR-XA60-AU
		TR-XA80W-AU
	iPOD DOCK	ADS-01
		ADS-02
Oceania	CD Sound System	NX-03CDMP3-SV

 F-1

EXHIBIT G

FORM OF SUBLICENSE AGREEMENT

 G-1

EXHIBIT G(I)

SUBLICENSE AGREEMENT

     [if Imation or IMN is the Sublicensor, but not including the sublicense between IMN and Imation Europe BV, then use the following introduction:]

     This Trademark Sublicense Agreement (this “Sublicense Agreement”) is made as of                     ,                      by and among [Imation Corp., a Delaware corporation/IMN Data Storage Holdings CV, a Dutch private limited partnership (besloten CV) (“Sublicensor”)] and [name of Qualified Entity], a                      (“Sublicensee”).

RECITALS

     WHEREAS, TDK Corporation (“Licensor”) and Sublicensor are parties to a Trademark License Agreement dated July 31, 2007 (the “Brand License Agreement”);

     WHEREAS, Sublicensor wishes to grant a sublicense of its rights to Sublicensee, subject to the terms and conditions hereof;

     NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:¹

     [For the sublicense between Imation Europe BV and a country-specific operating subsidiary, use the following introduction:]²

     This Trademark Sublicense Agreement (this “Sublicense Agreement”) is made as of                     ,                      by and among Imation Europe BV, a                      (“Sublicensor”) and [name of Qualified Entity], a                     (“Sublicensee”).

RECITALS

     WHEREAS, TDK Corporation (“Licensor”) and IMN Data Storage Holdings CV (“Licensee”) are parties to a Trademark License Agreement dated July 31, 2007 (the “Brand License Agreement”);

     WHEREAS, pursuant to the Brand License Agreement, Licensee granted a sublicense of its rights to Sublicensor under that certain Sublicense Agreement dated                     , 2007 between Licensee and Sublicensor (“IMN Sublicense Agreement”);

     WHEREAS, Sublicensor wishes to grant a sublicense of its right to Sublicensee, subject to the terms and conditions hereof;

1	Exhibit G contains only the minimum provisions that Sublicensor must include. Sublicensor is free to include additional terms so long as they are consistent with these terms.
2	Throughout the Sublicense Agreement, items in bold and italics should be added if Imation Europe BV is the Sublicensor.

G(I)-1

     NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:³

ARTICLE I

DEFINITIONS; RELATIONSHIP TO OTHER AGREEMENTS

     1.1 Certain Definitions. Capitalized terms not otherwise defined in this Sublicense Agreement shall have the meanings set forth in Exhibit [G(I)-]1.

ARTICLE II

LICENSE

     2.1 Trademark License Grant. Subject to compliance with the terms and conditions of this Sublicense Agreement, Sublicensor hereby grants to Sublicensee a non-transferable, non-sublicensable, [in the Territory], [nonexclusive/exclusive], and restricted license, during the terms set forth below, to use, reproduce and display the Trademarks set forth on Exhibit [G(I)-]2 (“Licensed Trademarks”) solely for the marketing, promotion, advertisement, distribution, lease or sale of Licensed Products. Sublicensee acknowledges that the Licensed Products do not include Medical Image Data Recording Media or Specific Broadcast Media and that Licensor reserves all worldwide rights to use, reproduce, and display any Trademark (including the TDK Marks) but not the Licensed Trademarks for the marketing, promotion, advertisement, distribution, lease or sale of Medical Image Data Recording Media and Specific Broadcast Media, and to grant rights to others to do the same. All rights of Sublicensor [, Licensee,] or Licensor in and to the Licensed Trademarks not expressly granted under this Article II are reserved by Sublicensor [, Licensee,] or Licensor. The term of license grants are as set forth below:⁴

          (a) Core Products; Accessory Products: The term of the license for use of the Licensed Trademarks in connection with Core Products and Accessory Products shall be ___

          (b) Speaker Products and Headphone Products: The term of the license for use of the Licensed Trademarks in connection with Speaker Products and Headphone Products shall be ___.

          (c) RRM Products: The term of the license for use of the Licensed Trademarks in connection with any other RRM Product shall be ___.

     2.2 Use-Up Rights for TDK Marks. Licensee shall have the right, in the Territory, to (a) sell or otherwise dispose of any Licensed Products that bear a TDK Mark transferred as of the Effective Date in accordance with the terms of the Acquisition Agreement, and (b) use existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark, transferred as of the Effective

3	Exhibit G contains only the minimum provisions that Sublicensor must include. Sublicensor is free to include additional terms so long as they are consistent with these terms.
4	Specified term must in all cases be no longer than the Brand License Agreement.

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Date in accordance with the terms of the Acquisition Agreement, in connection with such sales or other dispositions, in each case for up to one (1) year after the Effective Date, provided that Licensee shall seek to migrate all sales and use of materials to the Licensed Trademarks as promptly as reasonably practicable, consistent with business requirements, over such period.

     2.3 Restrictions. As an express condition to, and in material consideration for, the licenses granted to Sublicensee hereunder, Sublicensee expressly agrees to the following restrictions as to its use of the Licensed Trademarks:

          (a) Sublicensee shall not do anything inconsistent with Licensor’s ownership of the Licensed Trademarks. Without limiting the generality of the foregoing, Sublicensee shall not challenge the validity of any Licensed Trademark, Licensor’s ownership thereof, or the enforceability of Licensor’s rights therein.

          (b) Sublicensee shall not use, reproduce or display (or authorize the use, reproduction or display of) the Licensed Trademarks in any manner whatsoever other than as expressly authorized by this Sublicense Agreement.

          (c) Except as expressly permitted by Section 2.2, during the term and after any termination of this Sublicense Agreement, Sublicensee shall not use any service mark, service name, trade name, trademark, design or logo that is confusingly similar to any Licensed Trademark or any element thereof, including any mark, word or design that incorporates TDK Marks, or any mark, word, logo or design confusingly similar thereto. Without limiting the generality of the foregoing, during the term and after any termination of this Sublicense Agreement, Sublicensee shall not use the word “TDK” or the TDK diamond logo in any corporate name or in any domain name [other than as permitted by the sublicense granted in Section 2.11 below]. For the avoidance of doubt, to the extent that an element of a Licensed Trademark (but in no event a TDK Mark) is expressly disclaimed in a trademark registration (such as “mobile” in TDK MOBILE), Sublicensee shall not be prohibited from using such element in its own Trademarks by the terms hereof.

          (d) Except for existing inventory of Licensed Products or existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark that Licensee is permitted to use pursuant to Section 2.2 (which shall be used in the form transferred as of the Effective Date, without alteration), Sublicensee shall not use any of the Licensed Trademarks together, or use any Licensed Trademark in combination with any other trademark, service mark, trade name, trading style, fictitious business name, name, character, symbol, design, likeness or literary or artistic material in a manner that create a unitary or combination Trademark without the prior written consent of Licensor. Notwithstanding the foregoing, Sublicensee may use (i) any Licensed Trademarks together if Licensor has a general practice of using such Licensed Trademarks together and (ii) any Trademarks listed on an exhibit to this Sublicense Agreement but not in a manner that might create a unitary or combination Trademark.

          (e) For a period that runs for one (1) year prior to the expiration of the separate licenses for the Speaker Products and Headphone Products and for each RRM Product licensed in this Sublicense Agreement, and for a period that runs for one (1) year prior to the

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termination of the Sublicense Agreement for the Core Products and Accessory Products, Sublicensee may Display one or more Imation Trademarks on or in connection with the Licensed Products as part of a transition plan that is provided by [Licensee or] Sublicensor to Sublicensee.

          (f) Sublicensee shall not register any Licensed Trademark, and Licensor shall retain the exclusive right to apply for and obtain registrations for each Licensed Trademark throughout the world. Sublicensee shall not register any domain name containing the word TDK.

          (g) Sublicensee shall not assert any adverse claim against Licensor based upon Licensor’s use of any Licensed Trademark.

     2.4 Patent License. Sublicensor hereby grants to Sublicensee a royalty-free, non-transferable, nonsublicensable, non-exclusive license (not including manufacturing or have made rights) in the Territory under any patents of Licensor or its Affiliates that, as of the Effective Date, Licensor has the right to grant licenses without payments to third parties, for the marketing, distribution, or sales of Current Magnetic Tape Products and Current Optical Media Products which, in both cases, Licensor or [Licensee/Imation Corp.] has commercialized as of the Effective Date, provided that if Sublicensee or any of its Affiliates asserts a patent against Licensor or any of its Affiliates, the sublicense granted in this Section 2.4 shall terminate and further provided that Sublicensee and its Affiliates shall not sue Licensor or any of its Affiliates for damages arising before termination of the license.

     2.5 Notice. In connection with the use of the Licensed Trademarks on packaging or Promotional Material for the Licensed Products, Sublicensee shall include a trademark notice in a form reading: “The [TDK LIFE ON RECORD Logo] is a trademark of TDK Corporation,” except that Sublicensee may use the typed words “TDK Logo” instead of the actual logo where the notice would be too small to show the actual logo clearly or where the notice is embedded within other text. Further, with respect to any Licensed Product other than Core Products or Accessory Products, Sublicensee shall indicate when using a Licensed Trademark on packaging or Promotional Material for such product that “The [TDK LIFE ON RECORD Logo] is used under a trademark license from TDK Corporation,” subject to the same exception as the previous sentence. [Subject to Section 2.11,] if a Licensed Trademark is used multiple times on or in packaging or Promotional Material, the notice and statement regarding licensed use need only be used for the first prominent use of the Licensed Trademark on or in such packaging or Promotional Material. Notwithstanding anything to the contrary, the requirements of this Section 2.5 shall not apply to existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark that Licensee is permitted to use pursuant to Section 2.2.

     2.6 Filing, Maintenance, and Renewal. Sublicensee agrees to reasonably cooperate with Licensor’s preparation and filing of any applications, renewals or other documentation necessary or useful to protect Licensor’s intellectual property rights in the Licensed Trademarks.

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     2.7 Enforcement and Defense of Infringement Claims.

          (a) Notification: Sublicensee shall reasonably cooperate in providing notice to Sublicensor (a “Notice of Alleged Infringement”) if Sublicensee becomes aware of any use of a Licensed Trademark, or element thereof, or of any Trademark on a Licensed Product, which may be confusingly similar to any Licensed Trademark, or element thereof, by any Person.

          (b) Action to Enforce: Sublicensee shall have no right to institute and/or pursue any proceedings to enforce any rights in the Licensed Trademarks, unless otherwise authorized by Licensor.

          (c) Defense of Third Party Claims: Licensor shall have the sole right to defend the Licensed Trademarks against imitation, infringement or any claim of prior use. Sublicensee shall cooperate fully with Licensor, at Licensor’s reasonable request and expense, in connection with the defense of any such claim.

     2.8 Reservation of Rights. Sublicensee acknowledges that Licensor is the sole owner of all right, title and interest in and to the Licensed Trademarks, and that Sublicensee has not acquired, and shall not acquire, any right, title or interest in or to the Licensed Trademarks except the limited rights to use such Licensed Trademarks expressly granted to Sublicensee under this Sublicense Agreement. Licensor shall retain all goodwill associated with the Licensed Trademarks. Notwithstanding any other provision hereof, nothing in this Sublicense Agreement shall prohibit Licensor from marketing, distributing or selling any products on an OEM basis, provided such products do not bear any Licensed Trademark or any confusingly similar variation thereof.

     2.9 Removing Licensed Trademarks from License. At any time during the term of this Sublicense Agreement, Sublicensor may remove a Licensed Trademark from the scope of the license if Licensor removes such Licensed Trademark from the scope of the Brand License Agreement [or Licensee removes such Licensed Trademark from the scope of the IMN Sublicense Agreement].

     2.10 Co-Branding Requests by Sublicensee. If Sublicensee wishes to use the Licensed Trademarks in connection with a co-branding program, Sublicensee shall first seek Sublicensor’s written approval, which may be granted or refused in Sublicensor’s sole discretion. After its approval, Sublicensor must obtain Licensor’s written approval, which may be granted or refused in Licensor’s sole discretion. [Except for Existing Programs (as defined in subsection (a) below),]⁵ Sublicensee shall present such plan (in reasonable detail) in writing to Sublicensor and then if approved by Sublicensor to Licensor.

     (a) [As of the Effective Date, Licensor and Sublicensor hereby approve the Sublicensee’s continued participation in the co-branding of the products listed on Exhibit [G(I)-]7 (“Existing Programs”), solely in Japan, in the same manner that Licensor had been co-branding such products immediately prior to the Effective Date for up to two (2) years after the Effective Date, provided that Sublicensee shall begin using the Licensed Trademarks in place of any TDK Mark used in such co-branding programs as soon as practicable but in any event within

⁵ Bracketed language references to Existing Programs. Include bracketed language if Territory includes Japan.

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three (3) months after the Effective Date; provided, further that — notwithstanding the foregoing clause — Sublicensee shall have the right to use co-branded product inventory and Promotional Material in existence on the Effective Date, as part of Existing Programs, for up to one (1) year after the Effective Date to the extent, and on the terms, permitted by Section 2.2.]

     (b) If Sublicensee wishes to request additional co-branding rights [(including the extension of any of the Existing Programs)], Sublicensee shall first seek Sublicensor’s written approval, which may be granted or refused in Sublicensor’s sole discretion. After its approval, Sublicensor must obtain Licensor’s written approval, which may be granted or refused in Licensor’s sole discretion. Sublicensee’s proposed plan provided to Sublicensor and then if approved by Sublicensor to Licensor shall specify (a) the proposed design image (specifying each brand to be utilized, and the form of co-brand, including spacing and other fixed attributes); (b) the applicable sales territory; (c) the retailer with which the product will be co-branded; and (d) each category of product or products. Sublicensee’s proposal may include multiple representations of the co-branding materials for approval. Sublicensee shall also provide any additional information reasonably requested by Sublicensor or Licensor. Licensor shall seek in good faith, but without obligation, to approve or disapprove Sublicensor’s request within three weeks of its receipt of the completed plan. Unless Sublicensor or Licensor otherwise states in writing, the term of any new co-branding program [(or any extension of an Existing Program)] shall be for a two (2) year period, starting from the date of approval.

     (c) If Sublicensee wishes to make any change to an approved co-branding program [(including any Existing Program)], Sublicensee shall first seek Sublicensor’s written approval, which may be granted or refused in Sublicensor’s sole discretion. After its approval, Sublicensor must obtain Licensor’s written approval, which may be granted or refused in Licensor’s sole discretion. Sublicensee shall provide the same or similar types of information in writing to Sublicensor and then if approved by Sublicensor to Licensor as set forth in subsections (ii)(a) to (d). Licensor shall seek in good faith, but without obligation, to approve or disapprove Sublicensor’s request within three weeks of its receipt of the completed plan.

     (d) [Licensee,] Sublicensor or Licensor shall have the right to terminate any co-branding program [(including any Existing Program)] in the event Sublicensee materially fails to conform to any co-branding program requirement or engages in co-branding that is inconsistent, in a material way, with the materials provided for review in connection with the approval process [(or in the case of any Existing Program, the co-branded products in that program as of the Effective Date)] if Sublicensee fails to correct any nonconformance within [ ] days after receiving written notice from [Licensee,] Sublicensor or Licensor.

     2.11 [If sublicense to website rights granted]. Website Rights. Sublicensee may maintain a website, designated by the URL, <http://www.[___]/>, exclusively for the purpose of promoting Licensed Products as set forth in this Sublicense Agreement (each a “Product Site”). During the term of the Sublicense Agreement, Sublicensor grants to Sublicensee a non-transferable, non-sublicensable, [nonexclusive/exclusive] and restricted license in the Territory to (i) use the domain name, ___for the Product Site, and (ii) refer to the URL on Licensed Products and on their packaging or Promotional Material.

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          (a) The “About Sublicensee,” “Contact Us” or equivalent section of each Product Site shall be reasonably prominent and shall identify Sublicensee as the contact and shall contain the following statement: “The products described on this site are made by or on behalf of [Sublicensee] and use of the [TDK LIFE ON RECORD Logo] is pursuant to a trademark license from [Licensor].”

          (b) The Product Site shall be deemed to be “Promotional Material” for all purposes hereof, and shall be subject to the terms and conditions applicable to Promotional Material under this Sublicense Agreement. Without limiting the generality of the foregoing, Sublicensee shall (i) not display or use a hypertext reference link (“Link”) in a manner that causes either the Licensor or a Product Site or any portion of its content to be associated with any advertising or sponsorship not part of such site; (ii) not display or use a Link in a manner that could cause confusion, mistake, or deception; (iii) display disclaimers on the Product Site pursuant to the Quality Guidelines; and (iv) maintain and enforce terms of use and other policies applicable to the Product Site that are commercially reasonable.

          (c) Sublicensee shall have no rights to register the URL for the Product Site; all rights with respect to registration and enforcement of such rights, as between Sublicensor and Sublicensee, reside with Sublicensor.

ARTICLE III

QUALITY CONTROL

     As an express condition to, and in material consideration for, the licenses granted to Sublicensee hereunder, Sublicensee expressly agrees to the following restrictions as to its use of the Licensed Trademarks:

     3.1 Trademark Guidelines. Sublicensee shall not use, reproduce or display any Licensed Trademark in any manner whatsoever other than as expressly authorized in the quality control guidelines for the Licensed Trademarks (“Quality Guidelines”), including guidelines regarding how each Licensed Trademark is used, presented and displayed (“Display”). Notwithstanding anything to the contrary, the requirements of this Section 3.1 shall not apply to existing inventory of Licensed Products or to existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark, in each case that Licensee is permitted to use pursuant to Section 2.2 (which shall be used in the form transferred as of the Effective Date, without alteration). The Quality Guidelines shall consist of two elements: guidelines related to Display (such guidelines shall be contained in a “Logo Manual”) and guidelines regarding the nature and quality of products and services associated with the Licensed Trademark (such guidelines shall be contained in a “Quality Manual”). The initial Quality Guidelines are attached as Exhibit [G(I)-]3. Sublicensee shall promptly cure any breach of the Quality Guidelines upon notice from [Licensee,] Sublicensor or from Licensor, provided that Sublicensee shall have a reasonable time to comply with Updates (as defined below), including a reasonable amount of time to exhaust existing inventories of Promotional Material, packaging, and Licensed Product, except that Sublicensee shall not have rights to exhaust existing inventories if such inventories are in material noncompliance with the previous Quality Guidelines or if the existing Licensed Products (or use or distribution thereof) would violate any applicable law. Notwithstanding anything to the contrary in

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this Section 3.1, if Sublicensee purchases products covered by the Supply Agreement from third parties as permitted under the terms of the Supply Agreement, Sublicensee shall not be in breach of provisions of the Quality Manual to the extent that such Quality Manual refers to standards or specifications that are not performance or quality-related specifications (e.g., the use of Licensor dye #25 in describing a color or other requirements for the product not tied to the performance of the product), provided that Sublicensee shall comply with the Logo Manual. Sublicensee acknowledges that the Quality Guidelines may be updated pursuant to the Brand License Agreement (“Updates”) and Sublicensee shall comply with such Updates.

     3.2 Conduct of Business. Sublicense shall use the Licensed Trademarks in a manner that does not derogate Licensor’s rights in the Licensed Trademarks or the value of the Licensed Trademarks, and shall take no action that would interfere with, diminish or tarnish those rights or value.

     3.3 Cooperation. Sublicense shall cooperate fully with [Licensee,] Sublicensor and Licensor in enabling Licensor to ascertain that the Licensed Products other than those existing inventories of Licensed Products that Licensee is permitted to use pursuant to Section 2.2 meet Licensor’s quality standards. Such cooperation shall include, upon request, providing [Licensee,] Sublicensor or Licensor promptly with data regarding communications from third parties regarding the quality of specific Licensed Products, providing [Licensee,] Sublicensor or Licensor with names and addresses of vendors and suppliers producing Licensed Products or components thereof to be sold under a Licensed Trademark, and providing [Licensee,] Sublicensor or Licensor with access to product packaging and distribution facilities for such products for reasonable inspection by Licensor.

     3.4 Cessation of Licensed Product Sales; Recall. [Licensee,] Sublicensor or Licensor shall have the right to request that Sublicensee immediately cease selling a Licensed Product, or revise or cease use of any or all Promotional Material, and Sublicensee shall promptly comply, upon written notice to Sublicensee if the condition of such Licensed Product or Promotional Material could reasonably be expected to materially and adversely affect Licensor’s business or reputation. For the avoidance of doubt, if there is a reasonable basis for believing that a product poses a danger to person or property, such product shall be considered a product that could be reasonably expected to materially and adversely affect Licensor’s business or reputation. Further, [Licensee,] Sublicensor or Licensor shall have the right to request a product recall if there is a reasonable basis for believing that the product or category of products poses a danger to person or property, and Sublicensee shall promptly comply upon written notice of such request. If Sublicensee wishes to resume sale of a product, Licensor shall have the right to approve such resumption.

     3.5 Samples. Sublicensee shall submit to [Licensee,] Sublicensor or Licensor upon reasonable request, specimens of uses of the Licensed Trademarks, including: (a) representative products that will bear any Licensed Trademark or be marketed, promoted, advertised, distributed or sold using any Licensed Trademark; and (b) samples of all Promotional Material. If, after review of such materials or samples, [Licensee,] Sublicensor or Licensor is concerned about compliance with any aspect of this Sublicense Agreement, Sublicensee shall provide such additional materials and samples as [Licensee,] Sublicensor or Licensor may reasonably request.

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If [Licensee,] Sublicensor or Licensor discovers any improper use of the Licensed Trademarks in any such submission, Sublicensee shall remedy the improper use immediately upon written notice. Notwithstanding anything to the contrary, the requirements of this Section 3.5 shall not apply to existing inventory of Licensed Product or to existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark, in each case that Licensee is permitted to use pursuant to Section 2.2.

     3.6 Inspections. In addition to Section 3.3, Sublicensee shall cooperate with [Licensee,] Sublicensor or Licensor to ensure that quality standards applicable to Licensed Products other than those existing inventories of Licensed Products acquired pursuant to Section 2.2 are met by permitting [Licensee,] Sublicensor or Licensor to inspect only those manufacturing and other facilities directly related to the manufacture of Licensed Products, upon reasonable notice and no more than once a year, and only in a manner that will not unreasonably interfere with Sublicensee’s business activities, provided that [Licensee or] Sublicensor shall arrange for and accompany Licensor on any inspections to third-party facilities.

     3.7 Standards Compliance. If Sublicensee publicly states that any Licensed Product is compliant with any applicable industry standard, Sublicensee shall ensure that such Licensed Product is fully compliant with all mandatory requirements of such standard, except for compliance with such applicable industry standards for which Licensor is responsible under the Supply Agreement. For the avoidance of doubt, any use of a logo or trademark associated with an industry standard (e.g., the logo “DVD” or “Blu-ray”) shall be deemed a public statement that the Licensed Product is compliant with the applicable industry standard.

ARTICLE IV

EFFECTIVENESS; TERM, SUSPENSION AND TERMINATION

     4.1 Effectiveness; Term. This Sublicense Agreement shall become effective on ___ (the “Effective Date”), and shall continue in full force and effect unless and until terminated as provided in this Article IV, for the term of the licenses specified in Section 2.1.

     4.2 Suspension. The license granted in this Sublicense Agreement shall be suspended, as to any Licensed Product or any territory, immediately and automatically upon suspension of Sublicensor’s license to such Licensed Product or territory [under the IMN Sublicense Agreement or of Licensee’s license to such Licensed Product or territory] under the Brand License Agreement without any notice or any other act by any party hereto or Licensor.

     4.3 Termination if Sublicense is no Longer Qualified Entity. This Sublicense Agreement shall be terminated immediately and automatically effective immediately if Sublicensee ceases to be a Qualified Entity without any notice or any other act by any party hereto or Licensor.

     4.4 Termination for Cause. Sublicensor shall have the right to terminate this Sublicense Agreement upon written notice in the event of Sublicensee’s material breach that remains uncured for a period of [___] days after Sublicensor provides written notice thereof.

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     4.5 Other Terminations. This Sublicense Agreement shall be terminated immediately and automatically upon termination of the Brand License Agreement [or the IMN Sublicense Agreement] without any notice or any other act by any party hereto or Licensor [or Licensee].

     4.6 Effect of Termination.

          (a) Termination of License: Upon termination of this Sublicense Agreement for any reason, subject to Section 4.6(b), all rights and licenses granted hereunder shall immediately terminate (and Sublicense shall cease all use of the Licensed Trademarks), provided that Sublicensee may use the Licensed Trademarks (i) for historical reference, including to keep records and other historical or archived documents (including customer contracts and/or marketing materials) containing or referencing the Licensed Trademarks and to refer to the historical fact that Sublicensee previously used the Licensed Trademarks, but not, for the avoidance of doubt, for marketing, promotion, advertisement, distribution, lease or sale of Licensed Products, and (ii) in any manner permitted under applicable law.

          (b) Use Up Rights: Upon any termination of this Sublicense Agreement, to the extent permitted by Sublicensor under the [IMN Sublicense Agreement and by Licensee under the] Brand License Agreement and as applicable, Sublicensee shall have the right to continue to (i) sell and/or otherwise dispose of any Licensed Products bearing a Licensed Trademark which are on hand or in process, and (ii) use the Licensed Trademarks on existing stocks of packaging, Promotional Material, and other documents and materials related to the Licensed Products in connection with sales permitted pursuant to the preceding clause (i), provided that such rights shall not exceed one hundred eighty (180) days following termination of this Sublicense Agreement.

          (c) Survival: The following provisions shall survive the termination of this Sublicense Agreement: 4.6, 5.1, 5.3, 5.4, and 5.5.

ARTICLE V

MISCELLANEOUS

     5.1 Third Party Beneficiary. Sublicensee agrees that [each of Licensee and] Licensor is an intended third party beneficiary of this Sublicense Agreement and shall have the right to enforce any and all obligations of Sublicensee under this Sublicense Agreement to the same extent as if [Licensee or] Licensor were a party to such agreement, provided that such right shall only apply [to Licensor] to the extent that such obligations are contained in the version of the Sublicense Agreement attached to Exhibit G of the Brand License Agreement or related to Sublicensor’s compliance with such version of the Sublicense Agreement and such right shall not extend to any additional obligations imposed on Sublicensee by Sublicensor either in this Sublicense Agreement or elsewhere.

     5.2 No Assignment or Transfer. Sublicensee shall not, and shall not have the right to, assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Sublicense Agreement or any of its rights or obligations under

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this Sublicense Agreement. Except as expressly provided herein, any purported assignment, sale, transfer, sublicense, delegation or other disposition by any Sublicensee shall be null and void.

     5.3 Injunctive Relief. Sublicensee acknowledges that a breach of its obligations under this Sublicense Agreement, including the obligations set forth in Sections 2.3, 2.5 and Article III, may cause Licensor irreparable damage. Accordingly, Sublicensee agrees that in the event of such breach or threatened breach, in addition to remedies at law, Licensor shall have the right to seek injunctive or other equitable relief, without the necessity of posting any bond or other security, to prevent Sublicensee’s violations of its obligations hereunder.

     5.4 Governing Law. This Sublicense Agreement is to be construed in accordance with and governed by the internal laws of the State of New York without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties.

     5.5 Consent to Jurisdiction.

          (a) Sublicensee hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of New York, New York County, for the purposes of any suit, action or other proceeding arising out of this Sublicense Agreement (agrees that no such action, suit or proceeding relating to this Sublicense Agreements shall be brought by it or any of its affiliates except in such courts). Sublicensee irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Sublicense Agreement in such courts or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

          (b) Sublicensee further agrees that service of any process, summons, notice or document by U.S. registered mail to such person’s respective address set forth above shall be effective service of process for any action, suit or proceeding in the state and federal courts located in the State of New York, New York County, with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding clause (a). In addition, Sublicensee irrevocably and unconditionally waives application of the procedures for service of process pursuant to the Hague Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters.

          (c) Sublicensee hereby irrevocably waives any right it may have, and agrees not to request, a jury trial for the adjudication of any dispute hereunder or in connection herewith or arising out of this Sublicense Agreement.

     5.6 Export/Import Compliance. Sublicensee shall ensure that the sale, distribution, export and import of Licensed Products by Sublicensee comply in all cases with all applicable export and/or import laws of the jurisdiction in which such sales, distribution, export or import occur, including, the Wassenaar Arrangement on Export Controls for Conventional Arms and Dual-Use Goods and Technologies and the Foreign Exchange and Foreign Trade Law of Japan.

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     IN WITNESS WHEREOF, the parties hereto have caused this Sublicense Agreement to be executed as of the date first set forth above.

SUBLICENSOR:
By:
	Name:
	Title:
SUBLICENSEE:
By:
	Name:
	Title:

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EXHIBIT H

INITIAL QUALITY GUIDELINES

Not included herein.

H-1

EXHIBIT I

ADDITIONAL LICENSED DOMAIN NAMES

^**

^** The appearance of a double asterisk denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

-1- 

EX-10.3

Exhibit 10.3

IMN TRADEMARK LICENSE AGREEMENT

     This IMN Trademark License Agreement (this “Agreement”) is made as of July 31, 2007, by and between IMN Data Storage Holdings C.V., a Dutch private limited partnership (“Licensee”), and TDK Corporation, a Japanese corporation (“Licensor”).

RECITALS

     WHEREAS, the Licensor and Imation Corp. (“Imation”), are parties to an Acquisition Agreement, dated April 19, 2007 (the “Acquisition Agreement”) and a Supply Agreement, dated July 31, 2007 (the “Supply Agreement”);

     WHEREAS, Licensee wishes to license from Licensor the right to use the Licensed Trademarks in the Territory (as defined below) on and in connection with Licensee’s marketing, promotion, distribution and sale of the Licensed Products (as defined below) and Licensor has agreed to license to Licensee the Licensed Trademarks for such purposes, subject to the terms and conditions hereof;

     WHEREAS, Licensor and Licensee’s parent company, Imation, have entered into a similar Trademark License Agreement as of the date hereof in which Imation will license from Licensor the right to use the Licensed Trademarks in the United States on and in connection with its marketing, promotion, distribution and sale of the Licensed Products (the “Imation Agreement”);

     NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

     1.1 Certain Definitions. Capitalized terms used in this Agreement have the meanings set forth in Exhibit B.

     1.2 Interpretation. Unless otherwise indicated to the contrary in this Agreement by the context or use thereof: (a) the words “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole and not to any particular Section, Article or paragraph hereof; (b) references in this Agreement to Sections, Articles or paragraphs refer to sections, articles or paragraphs of this Agreement; (c) headings of Sections are provided for convenience only and shall not affect the construction or interpretation of this Agreement; (d) words importing the masculine gender shall also include the feminine and neutral genders, and vice versa; (e) words importing the singular shall also include the plural, and vice versa; (f) the words

** The appearance of a double asterisk denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

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     1.3 “include”, “includes” and “including” shall be deemed to be followed in each case by the phrase “without limitation”; (g) any reference to a statute refers to the statute, any amendments or successor legislation, and all regulations promulgated under or implementing the statute, as in effect from time to time; (h) any reference to an agreement, contract or other document as of a given date means the agreement, contract or other document as amended, supplemented and modified from time to time through such date; (i) “$” and “Dollars” mean the lawful currency of the United States of America and any threshold set in Dollars herein shall be deemed to refer to the equivalent amount in any other currency, as the context may require; and (j) “or” shall include the meanings “either” or “both”.

ARTICLE II

LICENSE

     2.1 Trademark License Grant. Subject to compliance with the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-transferable, non-sublicensable (except as set forth in Section 2.5), exclusive and restricted license in the Territory, during the terms set forth below, to use, reproduce and display the Licensed Trademarks solely for the marketing, promotion, advertisement, distribution, lease or sale of Licensed Products. For the avoidance of doubt, all references in this Agreement to Licensee’s use, reproduction or display of a Licensed Trademark shall be deemed to be restricted to the Territory. For the further avoidance of doubt, Licensor retains no right to use, reproduce or display the TDK word mark, the Diamond Design, the TDK Diamond Logo consisting of the TDK word mark and the Diamond Design, all shown on Exhibit A (individually, a “TDK Mark” and collectively, “TDK Marks”), the Licensed Trademarks, or any Trademarks that are confusingly similar to the Licensed Trademarks or any element thereof for the marketing, promotion, advertisement, distribution, lease or sale of any Licensed Product for so long as the license granted hereunder for such Licensed Product is in effect. Notwithstanding the foregoing, Licensee acknowledges that the Licensed Products do not include Medical Data Recording Media or Specific Broadcast Media and that Licensor reserves all worldwide rights to use, reproduce, and display any Trademark (including the TDK Marks) but not the Licensed Trademarks for the marketing, promotion, advertisement, distribution, lease or sale of Medical Image Data Recording Media and Specific Broadcast Media, and to grant rights to others to do the same. All rights of Licensor in and to the Licensed Trademarks not expressly granted under this Article II are reserved by Licensor. The term of license grants are as set forth below:

          (a) Core Products; Accessory Products: The term of the license for use of the Licensed Trademarks in connection with Core Products and Accessory Products shall be for the term of this Agreement.

          (b) Speaker Products and Headphone Products: The term of the license for use of the Licensed Trademarks in connection with Speaker Products and Headphone Products shall be ten (10) years from the Effective Date.

          (c) RRM Products: The term of the license for use of the Licensed Trademarks in connection with any RRM Product approved pursuant to the provisions of Article IV of the Imation Agreement shall be ten (10) years from the date of Licensor’s approval

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of the inclusion of such RRM Product within the scope of this Agreement as set forth in Article IV of the Imation Agreement.

     2.2 Use-Up Rights for TDK Marks. Licensee shall have the right, in the Territory, to (a) sell or otherwise dispose of any Licensed Products that bear a TDK Mark transferred as of the Effective Date in accordance with the terms of the Acquisition Agreement, and (b) use existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark, transferred as of the Effective Date in accordance with the terms of the Acquisition Agreement, in connection with such sales or other dispositions, in each case for up to one (1) year after the Effective Date, provided that Licensee shall seek to migrate all sales and use of materials to the Licensed Trademarks as promptly as reasonably practicable, consistent with business requirements, over such period.

     2.3 Product Sites; Linking Agreement. Licensee may maintain websites exclusively for the purpose of promoting Licensed Products in the Territory as set forth in this Agreement (each a “Product Site”).

          (a) The home page and each page of a Product Site that contains other legal notices shall contain the following statement: “The TDK LIFE ON RECORD Logo is used under a trademark license from [Licensor.]” Each page of a Product Site shall either identify Licensee or display Licensee’s standard copyright notice in Licensee’s name. During the term of the Agreement, Licensor grants to Licensee a non-transferable, non-sublicensable (except as set forth in Section 2.5), worldwide, exclusive and restricted license to (i) use the Additional Licensed Domain Names (as defined in subsection (d) below) for corresponding Product Sites, and (ii) refer to the related URLs on Licensed Products and on their packaging or Promotional Material.

          (b) Licensee shall maintain each Product Site (including maintaining the servers for such sites) at its own expense. Subject to Licensor’s rights to take actions necessary to require Licensee to comply with this Agreement or the Quality Guidelines, Licensor shall not impede, deny, or otherwise restrict Licensee’s access to or ability to maintain each Product Site or corresponding email addresses. The “About Imation,” “Contact Us” or equivalent section of each Product Site shall be reasonably prominent and shall identify Licensee as the contact and shall contain the following statement: “The products described on this site are made by or on behalf of [Licensee] and use of the TDK LIFE ON RECORD Logo is pursuant to a trademark license from [Licensor].” Licensee shall promptly notify Licensor in writing when it ceases to maintain a Product Site and Licensor shall have the right to immediately terminate Licensee’s license to use the corresponding domain name at that time.

          (c) Each Product Site shall be deemed to be “Promotional Material” for all purposes hereof, and shall be subject to the terms and conditions applicable to Promotional Material under this Agreement. Without limiting the generality of the foregoing, Licensee shall (i) not display or use a Link in a manner that causes either the Licensor or a Product Site or any portion of its content to be associated with any advertising or sponsorship not part of such Sites; (ii) not display or use a Link in a manner that could cause confusion, mistake, or deception; (iii) display disclaimers on the Product Site pursuant to the Quality Guidelines; and (iv) maintain

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and enforce terms of use and other policies applicable to the Product Site that are commercially reasonable.

          (d) Licensor has agreed that Licensee may use “tdk-media.XXX” domain names listed on Exhibit H (“Additional Licensed Domain Names”) for Product Sites in accordance with the terms of this Agreement. Licensee shall register the Additional Licensed Domain Names in Licensor’s name and bear all expenses associated with such registrations. Licensor may, upon Licensee’s request and at Licensee’s expense, provide Licensee with support reasonably requested in registering and maintaining the Additional Licensed Domain Name. Notwithstanding the foregoing, if an applicable law or regulation of any domain name registration entity or registry (“Domain Name Regulation”) does not permit registration of a particular Additional Licensed Domain Name in Licensor’s name in a particular country for any reason (e.g., the Domain Name Regulation does not permit registration of more than one domain name in the name of Licensor), all rights Licensor has granted to Licensee for such Additional Licensed Domain Name shall terminate, Licensee shall not seek to register such Additional Licensed Domain Name, and Licensor shall have no other obligation as to such Additional Licensed Domain Name. Further, if a Domain Name Regulation limits in any way Licensor’s ability to register a domain name, such as a domain name having the same parent domain name (e.g., “co.jp”) or incorporating the word “TDK,” in the name of Licensor because Licensee has registered an Additional Licensed Domain Name in such country, all rights that Licensor has granted to Licensee to such Additional Licensed Domain Name in such country shall terminate and Licensee shall immediately terminate Licensee’s registration for such Additional Licensed Domain Name in such country and take any other action that Licensor shall reasonably requests in connection with Licensor’s efforts to register such domain name in such country. If any of the Additional Licensed Domain Names are registered by a third party, Licensor shall bear no obligation to take any action to protest or cancel such third party’s registration or obtain such registrations. If an Additional Licensed Domain Name or similar domain names are registered by a third party, and Licensee reasonably believes that such registration could adversely affect Licensee’s business, Licensee may request in writing that Licensor seek to cancel such registration. Licensor shall have the right in its sole discretion to determine whether to seek such cancellation. If Licensor decides to proceed with the cancellation action, Licensor shall bear the costs and expenses associated with such action. If Licensor decides not to proceed with the cancellation action, and agrees (in its sole discretion) to permit Licensee to proceed with the cancellation action, Licensee may proceed with the cancellation action. In such case, Licensee shall bear all costs and expenses associated with such action. Licensor may, upon Licensee’s request and at Licensee’s expense, provide Licensee with support reasonably requested by Licensee in such cancellation action. If a Domain Name Regulation does not permit registration of a particular Additional Licensed Domain Name or limits Licensor’s ability to register a domain name in light of a previously registered Additional Licensed Domain Name, Licensee may propose an alternative (which must begin with “tdk-media.”). Licensor shall have sole discretion to decide whether to agree to allow Licensee to register the alternative.

          (e) At Licensor’s reasonable request, the Strategic Relationship Committee shall meet and consider in good faith what action, if any, should be taken (including modifications to the Product Site) in light of the frequency and history of any third party claims against Licensor or any of its Affiliates where a basis, in whole or in part, for involving Licensor relates in any way to the Product Site or any other Promotional Material.

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     2.4 Patent License. Licensor hereby grants to Licensee a royalty-free, non-transferable, nonsublicenseable (except as set forth in Section 2.5) non-exclusive license (not including manufacturing or have made rights) in the Territory under any patents of Licensor or its Affiliates that, as of the Effective Date, Licensor has the right to grant licenses without payments to third parties, for the marketing, distribution, or sales of Current Magnetic Tape Products and Current Optical Media Products which, in both cases, Licensor or Licensee has commercialized as of the Effective Date, provided that if Licensee or any of its Affiliates asserts a patent against Licensor or any of its Affiliates, the license shall terminate and further provided that Licensee and its Affiliates shall not sue Licensor or any of its Affiliates for damages arising before termination of the license. If the patent license terminates under this Agreement, it shall automatically terminate under the Imation Agreement.

     2.5 Sublicenses to Qualified Entities. Licensee shall have the right to grant sublicenses of its rights under Sections 2.1, 2.3, 2.4 and 2.12(b) only to Qualified Entities. Licensee may grant Imation Europe BV (“BV”) the right to grant further sublicenses to, and only to, Qualified Entities. Licensee shall not have any rights to grant any other Qualified Entities the right to grant further sublicenses. Prior to, and as a condition to the effectiveness of, any sublicense to a Qualified Entity pursuant to the preceding, the Qualified Entity shall enter into an agreement that contains, at a minimum, the provisions in the form of attached Exhibit G(I) or Exhibit G(II) as appropriate (a “Sublicense Agreement”), whereby the Qualified Entity (a) acknowledges receipt of a copy of this Agreement, (b) agrees to act in accordance with the terms and conditions of this Agreement, and (c) expressly confirms that Licensor is an intended third party beneficiary thereof. Licensee will promptly notify Licensor of the execution of each Sublicense Agreement (whether with Licensee or BV), and provide Licensor with a copy of such executed Sublicense Agreement. When an entity ceases to be a Qualified Entity, the sublicense rights to that entity shall immediately and automatically terminate without the further act of any party. For purposes of clarification, if BV ceases to be a Qualified Entity, any sublicense rights of BV (and any further sublicenses granted by BV) shall immediately and automatically terminate without the further act of any party.

     2.6 Restrictions. As an express condition to, and in material consideration for, the licenses granted to Licensee hereunder, Licensee expressly agrees to the following restrictions as to its use of the Licensed Trademarks:

          (a) Licensee shall not do anything inconsistent with Licensor’s ownership of the Licensed Trademarks. Without limiting the generality of the foregoing, Licensee shall not challenge the validity of any Licensed Trademark, Licensor’s ownership thereof, or the enforceability of Licensor’s rights therein.

          (b) Licensee shall not use, reproduce or display (or authorize the use, reproduction or display of) the Licensed Trademarks in any manner whatsoever other than as expressly authorized by this Agreement.

          (c) Except as expressly permitted by Section 2.2, during the term and after any termination of this Agreement, Licensee shall not use any service mark, service name, trade name, trademark, design or logo that is confusingly similar to any Licensed Trademark or any element thereof, including any mark, word or design that incorporates the word “TDK” or the

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TDK diamond logo, or any mark, word, logo or design confusingly similar thereto. Without limiting the generality of the foregoing, during the term and after any termination of this Agreement, Licensee shall not use the word “TDK” or the TDK diamond logo in any corporate name or in any domain name, other than as permitted in Section 2.3. For the avoidance of doubt, to the extent that an element of a Licensed Trademark (but in no event a TDK Mark) is expressly disclaimed in a trademark registration (such as “mobile” in TDK MOBILE), Licensee shall not be prohibited from using such element in its own Trademarks by the terms hereof.

          (d) Except for existing inventory of Licensed Products or existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark that Licensee is permitted to use pursuant to Section 2.2 (which shall be used in the form transferred as of the Effective Date, without alteration), Licensee shall not use any of the Licensed Trademarks together, or use any Licensed Trademark in combination with any other trademark, service mark, trade name, trading style, fictitious business name, name, character, symbol, design, likeness or literary or artistic material in a manner that create a unitary or combination Trademark without the prior written consent of Licensor. Notwithstanding the foregoing, Licensee may use (i) any Licensed Trademarks together if Licensor has a general practice of using such Licensed Trademarks together and (ii) any Trademarks assigned to Licensee by Licensor pursuant to the Acquisition Agreement with the Licensed Trademarks, but not in a manner that might create a unitary or combination Trademark.

          (e) For a period that runs for one (1) year prior to the expiration of the separate licenses for the Speaker Products and Headphone Products and for each RRM Product approved pursuant to Article IV of the Imation Agreement, and for a period that runs for one (1) year prior to the termination of the Agreement for the Core Products and Accessory Products, Licensee may Display one or more Licensee Trademarks on or in connection with the Licensed Products as part of a transition plan (which, at a minimum, includes provisions regarding how the Trademarks will be used together) mutually agreed by the parties, in advance of the applicable transition period, provided that such Display shall not create a unitary or combination Trademark.

          (f) Licensee shall not register any Licensed Trademark, and Licensor shall retain the exclusive right to apply for and obtain registrations for each Licensed Trademark throughout the Territory (although Licensee may request registrations, and make registrations in Licensor’s name, under certain circumstances, as set forth in Section 2.8). Licensee shall not register any domain name containing the word [TDK].

          (g) Licensee shall not assert any adverse claim against Licensor based upon Licensor’s use of any Licensed Trademark (other than a claim for breach of contract based on the exclusivity provisions of this Agreement or the non-competition provisions of the Acquisition Agreement).

     2.7 Notice. In connection with the use of the Licensed Trademarks on packaging or Promotional Material for the Licensed Products, Licensee shall include a trademark notice in a form reading: “The [TDK LIFE ON RECORD Logo] is a trademark of [Licensor],” except that Licensee may use the typed words “TDK Logo” instead of the actual logo where the notice would be too small to show the actual logo clearly or where the notice is embedded within other

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text. Further, with respect to any Licensed Product other than Core Products or Accessory Products, Licensee shall indicate when using a Licensed Trademark on packaging or Promotional Material for such product that “The [TDK LIFE ON RECORD Logo] is used under a trademark license from [Licensor],” subject to the same exception as the previous sentence. Subject to Section 2.3, if a Licensed Trademark is used multiple times on or in packaging or Promotional Material, the notice and statement regarding licensed use need only be used for the first prominent use of the Licensed Trademark on or in such packaging or Promotional Material. Notwithstanding anything to the contrary, the requirements of this Section 2.7 shall not apply to existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark that Licensee is permitted to use pursuant to Section 2.2.

     2.8 Filing, Maintenance, and Renewal.

          (a) Licensee Cooperation: Licensee agrees to reasonably cooperate with Licensor’s preparation and filing of any applications, renewals or other documentation necessary or useful to protect Licensor’s intellectual property rights in the Licensed Trademarks in the Territory.

          (b) Licensor Filing and Maintenance: Licensor shall have the primary right to determine whether to file or maintain registrations for any Licensed Trademarks. Licensor will give Licensee reasonable notice of its intention to abandon or otherwise fail to maintain or prosecute any registered Licensed Trademarks or application therefor in any country or class applicable to a Licensed Product in the Territory and allow Licensee an opportunity to prosecute or otherwise maintain such registrations for Licensed Trademarks for Licensed Products at Licensee’s expense, but in Licensor’s name. Licensee may request that Licensor file or maintain registrations for a Licensed Trademark for a country or class applicable to a Licensed Product in the Territory, and Licensor shall either take such action at Licensee’s expense or, if Licensor does not wish to do so, permit Licensee to do so, at Licensee’s expense, but in Licensor’s name. To the extent that Licensor elects to file or maintain registrations for Licensed Trademarks that cover both Licensed Products and Licensor Products, Licensor shall take such action at Licensor’s expense. If Licensor elects not to file or maintain registrations for Licensed Trademarks that cover both Licensed Products and Licensor Products, Licensee shall be under no obligation to file or maintain the registrations for the Licensor Products.

          (c) Licensor Obligations If Licensee Pays: To the extent that Licensor is directing the prosecution and maintenance of Licensed Trademarks but Licensee is paying the costs, Licensor either directly or through its counsel shall furnish Licensee with copies of all filings made or received in connection with such Licensed Trademarks, provided that Licensor shall consult with Licensee about and send to Licensee for approval in advance of filing any responses to substantive office actions and Licensee shall not unreasonably withhold or delay such approval. Licensor shall also arrange for all invoices related to such prosecution and maintenance to be sent directly to Licensee for payment and Licensee shall have the right in good faith to dispute such invoices and to require Licensor to pay the disputed invoice if the dispute cannot be resolved to Licensee’s reasonable satisfaction, but in any such case Licensor shall not be required to take further steps as to the application or other matters at issue pending

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the satisfactory resolution of such dispute unless necessary to prevent the application or registration from lapsing.

          (d) Licensor Obligations If Licensee Handles and Pays: To the extent that Licensee is filing or maintaining registrations for any Licensed Trademarks in Licensor’s name, Licensor agrees to reasonably cooperate with Licensee’s preparation and filing of any applications, renewals or other documentation necessary to protect Licensor’s intellectual property rights in the Licensed Trademarks and Licensee may hire counsel of Licensee’s own choosing.

          (e) License Recordals: Should local counsel of either Party reasonably recommend that Licensee be appointed as a licensee of Licensor for the Licensed Trademarks in the Territory and (i) Licensor reasonably determines that such license should be recorded with the appropriate trademark or customs office as reasonably necessary to protect Licensor’s rights in the Licensed Trademarks, then Licensor at its expense shall prepare and file the necessary documents subject to Licensee’s approval, which shall not be unreasonably withheld or delayed or (ii) if Licensee reasonably determines that such license should be recorded with the appropriate trademark or customs office as reasonably necessary to protect Licensee’s ability to enforce its rights in the applicable Territory, Licensee at its expense shall prepare and file the necessary documents subject to Licensor’s approval, which shall not be unreasonably withheld or delayed. Licensee agrees to sign any documents reasonably necessary for Licensor to cause any recordals to be terminated as to any Licensed Products upon the expiration or termination of the license applicable to such product hereunder.

     2.9 Enforcement and Defense of Infringement Claims.

          (a) Notification: The parties shall reasonably cooperate in providing notice to each other in writing (a “Notice of Alleged Infringement”) if a Party becomes aware of any use of a Licensed Trademark, or element thereof, or of any Trademark on a Licensed Product, which may be confusingly similar to any Licensed Trademark, or element thereof, by any Person in the Territory.

          (b) Action by Licensor to Enforce: Licensor shall have the primary right, but not the obligation, to determine whether to institute and/or pursue any proceedings to enforce any rights in the Licensed Trademarks, as well as the right to select counsel. Licensee shall cooperate with Licensor in any such suit, including granting Licensor the right to bring suit in Licensee’s name with respect to such infringement (and execute any documents necessary to effectuate the same) if necessary under the applicable rules of civil procedure to effect standing, and Licensee shall be reimbursed for reasonably incurred expenses. Licensor will be solely responsible for the costs of such action and will retain all recoveries and awards necessary to reimburse Licensor for any costs and expenses and, for any recoveries and awards in excess, shall share equally any recoveries and awards with Licensee to the extent such recoveries and awards are related to Licensed Products. Notwithstanding any other provision to the contrary, in no event shall Licensee be required to satisfy or comply with any settlement or other agreement concerning its use of the Licensed Trademarks to which Licensee has not consented (such consent not to be unreasonably withheld or delayed).

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          (c) Action by Licensee to Enforce: If applicable law in any jurisdiction in the Territory requires that Licensee enforce rights in the Licensed Trademarks against alleged infringers, or Licensor declines in writing to enforce its rights in the Licensed Trademarks with respect to the alleged confusingly similar use set forth in the Notice of Alleged Infringement, Licensee shall have a right, but not an obligation, to enforce such rights with respect to Licensed Products subject to any direction that Licensor may provide. Licensor shall cooperate with Licensee in any such suit, including granting Licensee the right to bring suit in Licensor’s name or granting a limited license to a TDK Mark (solely as necessary for the specific enforcement purpose) (and execute any documents necessary to effectuate the same) if necessary under the applicable rules of civil procedure to effect standing, and Licensor shall be reimbursed for reasonably incurred expenses. Licensee will be solely responsible for the costs of such action and will retain all recoveries and awards necessary to reimburse Licensee for any costs and expenses and, for any recoveries and awards in excess, shall share equally any recoveries and awards with Licensor.

          (d) Defense of Third Party Claims: Licensor shall have the sole right to defend the Licensed Trademarks against imitation, infringement or any claim of prior use. Licensee shall cooperate fully with Licensor, at Licensor’s reasonable request and expense, in connection with the defense of any such claim in the Territory.

          (e) Updates and Consultation: With respect to any enforcement actions taken pursuant to this Section, the party handling such enforcement action shall provide periodic updates to and request consultation from the parties not handling the action and each party not handling the action may hire its own counsel at its expense.

     2.10 Reservation of Rights. Licensee acknowledges that, between the parties, Licensor is the sole owner of all right, title and interest in and to the Licensed Trademarks, and that Licensee has neither acquired, nor shall acquire, any right, title or interest in or to the Licensed Trademarks except the limited exclusive rights to use such Licensed Trademarks expressly granted to Licensee under this Agreement. Licensor shall retain all goodwill associated with the Licensed Trademarks. Notwithstanding any other provision hereof, nothing in this Agreement shall prohibit Licensor from marketing, distributing or selling any products on an OEM basis, provided such products do not bear any Licensed Trademark or any confusingly similar variation thereof.

     2.11 Removing Licensed Trademarks from License. At any time during the term of this Agreement, if Licensor reasonably determines that use of a Licensed Trademark hereunder in the Territory could infringe any intellectual property rights of any third party (not derived from Licensor), then Licensor shall notify Licensee. If such potential infringement could reasonably be expected to limit Licensor’s ability to Display a Licensed Trademark on Licensor Products, then Licensor shall use commercially reasonable efforts to resolve such potential infringement claim with respect to both Licensor and Licensee. If such potential infringement could not reasonably be expected to limit Licensor’s ability to Display a Licensed Trademark on Licensor Products (but could reasonably be expected to limit Licensee’s ability to Display a Licensed Trademark on Licensed Product(s)), then Licensor shall notify Licensee of such potential infringement claim and Licensee shall have the ability, but not the obligation, to seek to resolve such claim at its own expense provided that Licensee shall provide Licensor with

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periodic updates and ability for consultation. If the potential infringement claim is not resolved within a reasonable time period taking into account any settlement efforts, then upon written notice to Licensee, Licensor shall have the right to remove any particular Licensed Trademark from the scope of the license granted under this Agreement, upon written notice to Licensee. For the avoidance of doubt, this Section shall not apply to infringements based on facts that existed prior to the Effective Date.

     2.12 Requests by Licensee.

          (a) If Licensee wishes to create any variations of existing Licensed Trademarks or new Trademarks that include any TDK Mark, then Licensee must seek Licensor’s written approval, which may be refused in Licensor’s sole discretion, and any such Trademarks approved by Licensor shall be deemed added to the list of Licensed Trademarks in Exhibit A and shall be subject to all the terms and conditions of this Agreement.

          (b) If Licensee wishes to use the Licensed Trademarks in connection with a co-branding program, Licensee shall first seek Licensor’s written approval, which may be granted or refused in Licensor’s sole discretion. Except for Existing Programs (as defined in subsection (b)(i) below), Licensee shall present such plan (in reasonable detail) in writing to the Licensor Relationship Manager (as defined in Section 4.1).

               (i) As of the Effective Date, Licensor hereby approves the Licensee’s continued participation in the co-branding of the products listed on Exhibit I (“Existing Programs”), solely in Japan, in the same manner that Licensor had been co-branding such products immediately prior to the Effective Date for up to two (2) years after the Effective Date, provided that Licensee shall begin using the Licensed Trademarks in place of any TDK Mark used in such co-branding programs as soon as practicable but in any event within three (3) months after the Effective Date; provided, further that – notwithstanding the foregoing clause – Licensee shall have the right to use co-branded product inventory and Promotional Material in existence on the Effective Date, as part of Existing Programs, for up to one (1) year after the Effective Date to the extent, and on the terms, permitted by Section 2.2.

               (ii) If Licensee wishes to request additional co-branding rights (including the extension of any of the Existing Programs), Licensee shall first seek Licensor’s written approval, which may be granted or refused in Licensor’s sole discretion. Licensee’s proposed plan (provided to the Licensor Relationship Manager) shall specify (a) the proposed design image (specifying each brand to be utilized, and the form of co-brand, including spacing and other fixed attributes); (b) the applicable sales territory; (c) the retailer with which the product will be co-branded; and (d) each category of product or products. Licensee’s proposal may include multiple representations of the co-branding materials for approval. Licensee shall also provide any additional information reasonably requested by Licensor. Licensor shall seek in good faith, but without obligation, to approve or disapprove Licensee’s request within three weeks of its receipt of the completed plan. Unless Licensor otherwise states in writing, the term of any new co-branding program (or any extension of an Existing Program) shall be for a two (2) year period, starting from the date of approval.

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               (iii) If Licensee wishes to make any change to an approved co-branding program (including any Existing Program), Licensee shall obtain Licensor’s prior written approval to such change, which may be granted or refused in Licensor’s sole discretion. Licensee shall provide the same or similar types of information in writing to the Licensor Relationship Manager as set forth in subsections (ii)(a) to (d). Licensor shall seek in good faith, but without obligation, to approve or disapprove Licensee’s request within three weeks of its receipt of the completed plan.

               (iv) Licensor shall have the right to terminate any co-branding program (including any Existing Program) in the event Licensee materially fails to conform to any co-branding program requirement or engages in co-branding that is inconsistent, in a material way, with the materials provided for review in connection with the approval process (or in the case of any Existing Program, the co-branded products in that program as of the Effective Date) if Licensee fails to correct any nonconformance within thirty (30) days after receiving written notice from Licensor.

     2.13 Additional Commitments of Licensee. Licensee agrees to cause each Licensed Entity, whether directly or indirectly sublicensed under Section 2.5, to comply with all of its respective obligations under this Agreement, and any other agreement executed in connection herewith (including the applicable Sublicense Agreement or Further Sublicense Agreement), and agrees that it shall be directly liable for any act of any Licensed Entity in breach of any such obligation, including, for the avoidance of doubt any act by a Licensed Entity that, in either case, would be a breach of this Agreement if committed by Licensee. Licensor may pursue claims for any such breach against Licensee, in accordance with the terms hereof, regardless of whether such breach was committed by Licensee, or another party, and regardless of whether Licensor chooses to include any other party in the dispute resolution process applicable to the claim. In the event of any claim by Licensor, Licensee expressly waives any defense based on the absence of or failure to join any other party in the dispute resolution process or any other aspect of the claim.

     2.14 Status as wholly-owned subsidiary of Imation. Licensee represents and warrants that it is a direct or indirect wholly-owned subsidiary of Imation, and agrees that, at all times during the term of this Agreement, Licensee shall continue to be a direct or indirect wholly-owned subsidiary of Imation. If Licensee ceases to be a direct or indirect wholly-owned subsidiary of Imation, this Agreement shall immediately and automatically terminate without the further act of any party.

ARTICLE III

QUALITY CONTROL

     As an express condition to, and in material consideration for, the licenses granted to Licensee hereunder, Licensee expressly agrees to the following restrictions as to its use of the Licensed Trademarks:

     3.1 Trademark Guidelines. Licensee shall not use, reproduce or display any Licensed Trademark in any manner whatsoever other than as expressly authorized in the quality

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control guidelines for the Licensed Trademarks (“Quality Guidelines”), including guidelines regarding how each Licensed Trademark is used, presented and displayed (“Display”). Notwithstanding anything to the contrary, the requirements of this Section 3.1 shall not apply to existing inventory of Licensed Products or to existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark, in each case that Licensee is permitted to use pursuant to Section 2.2 (which shall be used in the form transferred as of the Effective Date, without alteration). The Quality Guidelines shall consist of two elements: guidelines related to Display (such guidelines shall be contained in a “Logo Manual”) and guidelines regarding the nature and quality of products and services associated with the Licensed Trademark (such guidelines shall be contained in a “Quality Manual”). The initial Quality Guidelines are attached as Exhibit F. Licensee shall promptly cure any breach of the Quality Guidelines upon notice from Licensor, provided that Licensee shall have a reasonable time to comply with Updates (as defined below), including a reasonable amount of time to exhaust existing inventories of Promotional Material, packaging, and Licensed Product, except that Licensee shall not have rights to exhaust existing inventories if such inventories are in material noncompliance with the previous Quality Guidelines or if the existing Licensed Products (or use or distribution thereof) would violate any applicable law. Notwithstanding anything to the contrary in this Section 3.1, if Licensee purchases products covered by the Supply Agreement from third parties as permitted under the terms of the Supply Agreement, Licensee shall not be in breach of provisions of the Quality Manual to the extent that such Quality Manual refers to standards or specifications that are not performance or quality-related specifications (e.g., the use of Licensor dye #25 in describing a color or other requirements for the product not tied to the performance of the product), provided that Licensee shall comply with the Logo Manual. Licensor may reasonably update such Quality Guidelines (“Updates”) from time to time to reflect, among other things, changes in the use, presentation and display of the Licensed Trademarks, and the highest applicable industry standards, subject to the following:

          (a) Updates Relating to Guidelines Other Than Display: With respect to Updates relating to the nature and quality of products or services (e.g., performance requirements, defect rates, etc.) (and not, for purposes of clarification, Display), Licensor shall provide Licensee with a reasonable opportunity to review and comment on such Updates. If the parties are unable to agree on such updates, Licensor shall be permitted to finalize the Updates subject to the following:

               (i) with respect to Updates specifically applicable to Licensed Products, such Updates shall be consistent with the applicable, approved plans and quality requirements for such product; and

               (ii) with respect to other Updates, such Updates shall be consistent with principles reflected in the most recent, applicable set of Quality Guidelines, best practices in the industry, standards that Licensor applies to itself, its affiliates, and other licensees similarly situated with Licensee, to the extent any such entities are selling similar products under the Licensed Trademarks, and other principles on which the parties may agree from time to time; and

          (b) Updates Related to Display Guidelines: With respect to Updates relating to Display, any such Updates shall be consistent with the guidelines for the relevant use,

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presentation and display that Licensor applies to itself, its affiliates, and other licensees similarly situated with Licensee, under like circumstances, provided that Licensee shall not be required to implement any Updates to the requirements relating to the shape, color or dimension of a TDK Mark for the Licensed Products and their packaging and Promotional Material if Licensee believes in good faith that such changes will be detrimental to its Licensed Product sales.

     3.2 Conduct of Business. Each of the parties shall use the Licensed Trademarks in a manner that does not derogate Licensor’s rights in the Licensed Trademarks or the value of the Licensed Trademarks, and shall take no action that would interfere with, diminish or tarnish those rights or value.

     3.3 Cooperation. Licensee shall cooperate fully with Licensor in enabling Licensor to ascertain that the Licensed Products other than those existing inventories of Licensed Products that Licensee is permitted to use pursuant to Section 2.2 meet Licensor’s quality standards. Such cooperation shall include, upon request, providing Licensor promptly with data regarding communications from third parties regarding the quality of specific Licensed Products, providing Licensor with names and addresses of vendors and suppliers producing Licensed Products or components thereof to be sold under a Licensed Trademark, and providing Licensor with access to product packaging and distribution facilities for such products for reasonable inspection by Licensor.

     3.4 Cessation of Licensed Product Sales; Recall. Licensor shall have the right to request that Licensee immediately cease selling a Licensed Product, or revise or cease use of any or all Promotional Material, and Licensee shall promptly comply, upon written notice to Licensee if the condition of such Licensed Product or Promotional Material could reasonably be expected to materially and adversely affect Licensor’s business or reputation. For the avoidance of doubt, if there is a reasonable basis for believing that a product poses a danger to person or property, such product shall be considered a product that could be reasonably expected to materially and adversely affect Licensor’s business or reputation. Further, Licensor shall have the right to request a product recall if there is a reasonable basis for believing that the product or category of products poses a danger to person or property, and Licensee shall promptly comply upon written notice of such request. If Licensee wishes to resume sale of a product, Licensor shall have the right to approve such resumption.

     3.5 Samples. Licensee shall submit to Licensor upon reasonable request, specimens of uses of the Licensed Trademarks, including: (a) representative products that will bear any Licensed Trademark or be marketed, promoted, advertised, distributed or sold using any Licensed Trademark; and (b) samples of all Promotional Material. If, after review of such materials or samples, Licensor is concerned about compliance with any aspect of this Agreement, Licensee shall provide such additional materials and samples as Licensor may reasonably request. If Licensor discovers any improper use of the Licensed Trademarks in any such submission, Licensee shall remedy the improper use immediately upon written notice. Notwithstanding anything to the contrary, the requirements of this Section 3.5 shall not apply to existing inventory of Licensed Product or to existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark, in each case that Licensee is permitted to use pursuant to Section 2.2.

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     3.6 Inspections. In addition to Section 3.3, Licensee shall cooperate with Licensor to ensure that quality standards applicable to Licensed Products other than those existing inventories of Licensed Products acquired pursuant to Section 2.2 are met by permitting Licensor to inspect only those manufacturing and other facilities directly related to the manufacture of Licensed Products, upon reasonable notice and no more than once a year, and only in a manner that will not unreasonably interfere with Licensee’s business activities, provided that Licensee shall arrange for and accompany Licensor on any inspections to third-party facilities.

     3.7 Standards Compliance. If Licensee publicly states that any Licensed Product is compliant with any applicable industry standard, Licensee shall ensure that such Licensed Product is fully compliant with all mandatory requirements of such standard, except for compliance with such applicable industry standards for which Licensor is responsible under the Supply Agreement. For the avoidance of doubt, any use of a logo or trademark associated with an industry standard (e.g., the logo “DVD” or “Blu-ray”) shall be deemed a public statement that the Licensed Product is compliant with the applicable industry standard.

ARTICLE IV

GOVERNANCE

     4.1 Relationship Managers. The Relationship Managers appointed by Licensor and Imation under the Imation Agreement shall perform the same roles under this Agreement as performed under the Imation Agreement, provided that Licensor acknowledges that the Imation Relationship Manager shall seek information and consultation from Licensee prior to taking action or making recommendation under this Section 4.1.

     4.2 Strategic Relationship Committee. The Strategic Relationship Committee shall perform the same roles under this Agreement that it performs under the Imation Agreement, including resolving disputes on an informal basis as set forth in Section 4.3.

     4.3 Dispute Resolution. If a significant dispute under this Agreement, including as to a Material Breach, arises that the Relationship Managers cannot resolve (a “Dispute”), and provided that each of Licensee and Licensor have the unrestricted right and ability to participate in the process described in this Section 4.3 (and to effect a cure or take other action to which the parties might agree) without approval of any third party, including but not limited to a trustee in bankruptcy or a receiver, then the Dispute shall be resolved as follows, in order, before instituting legal proceedings.

          (a) Strategic Relationship Committee: Either Licensee or Licensor shall first refer the Dispute to the Strategic Relationship Committee for resolution. A Dispute shall be deemed referred upon either such party providing the other party with written notice that it wishes to refer the Dispute to the Strategic Relationship Committee in accordance with Section 9.9.

          (b) Chief Executive Officers: If the Strategic Relationship Committee is unable to resolve the Dispute thirty (30) days after the Dispute is referred to the Strategic Relationship Committee, either Licensee or Licensor may refer the Dispute to the Chief

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Executive Officers of Imation and Licensor for resolution. A Dispute shall be deemed referred upon either such party providing the other party with written notice that it wishes to refer the Dispute to the Chief Executive Officers in accordance with Section 9.9 within fifteen (15) days after the expiration of such thirty (30)-day period. If no such notice is provided, the dispute resolution process hereunder as to the Dispute in question will be deemed complete.

          (c) Nonbinding Mediation: If Licensee or Licensor elects to refer a Dispute to the Chief Executive Officers pursuant to Section 4.3, and the Chief Executive Officers are unable to resolve the Dispute within thirty (30) days after such election, either Licensee or Licensor may elect to refer the Dispute to nonbinding mediation conducted in the English language in New York, New York, using a neutral mediator having experience with the data storage industry and trademark licenses, in accordance with the rules of the Center for Public Resources (with costs shared equally). A Dispute shall be deemed to be so referred upon either such party providing the other party with written notice that it wishes to refer the Dispute to mediation in accordance with Section 9.9. If no such notice is provided, the dispute resolution process hereunder as to the Dispute in question will be deemed complete. If such notice is provided, both parties shall request that the mediation be completed as promptly as practical and shall cooperate in moving the mediation process promptly forward, but the mediation shall, in any event, be deemed completed sixty (60) days after the request to refer the Dispute to mediation.

          (d) Efforts to Cure: Each of Licensor and Licensee agrees to make (and in the case of Licensee, to cause any Licensed Entity to make) commercially reasonable efforts, during the pendency of the foregoing dispute resolution procedure, to cure the breach or otherwise address the business concerns identified by the other party, to the extent possible on commercially reasonable terms.

          (e) Timing Issues: Either of Licensee and Licensor may commence the foregoing process as to a dispute at any time, and need not wait for the passage of any notice or cure period specified in Section 4.3 or for the occurrence of all facts otherwise required to give rise to any contractual right as to the matter in Dispute, including a right to terminate. In no event shall a party be required to engage in the dispute resolution process set forth in this Section 4.3 , or be precluded from exercising its rights by reason thereof, for more than one hundred twenty (120) days (in total) from the party’s first submission of a Dispute to the Strategic Relationship Committee under Section 4.3, without its written consent to an extension. No dispute or disagreement relating to the same essential facts and circumstances may be referred to the dispute resolution process under this Section 4.3 more than once.

          (f) Judicial Remedies: Nothing in this Section 4.3 shall preclude either of Licensee or Licensor from seeking interim judicial relief to prevent immediate, irreparable harm to its interests. In the event that the procedures set forth in this Section 4.3 shall have been completed without agreement being reached between the parties, either Licensee or Licensor shall be free to pursue any available judicial remedies pursuant to Section 9.7.

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ARTICLE V

EFFECTIVENESS; TERM, SUSPENSION AND TERMINATION

     5.1 Effectiveness; Term. This Agreement shall become effective immediately upon the closing of the transactions contemplated in the Acquisition Agreement, which shall be the date set forth above (the “Effective Date”), and shall continue in full force and effect unless and until terminated as provided in this Article V, although, for the avoidance of doubt, the term of the licenses granted hereunder for specific Licensed Products shall be as set forth in Section 2.1.

     5.2 Suspension.

          (a) When Suspension Applies: Licensor shall have the right to suspend the license with respect to (i) a particular type of Licensed Product (e.g., DVD, CD, Blue-ray media) throughout the Territory in the event of any Significant Breach by Licensee that affects the particular type of Licensed Product in more than one country or (ii) a Licensed Product in a discrete geographic territory (but in no event in a territory smaller than a country) in the event of a Significant Breach by Licensee of this Agreement that affects such Licensed Product only in such territory if Licensee fails to cure such Significant Breach within sixty (60) days after written notice by Licensor to Licensee. During the term of any suspension, Licensee shall not be authorized to and agrees that it shall not (and shall cause any Licensed Entity not to) use, reproduce and display the Licensed Trademarks for the marketing, promotion, advertisement, distribution, lease or sale of the affected Licensed Products in the particular territory identified in Section 5.2(a).

          (b) Initial Suspension Period: The initial suspension period shall begin at the end of the sixty (60)-day period and last for the shorter of (i) the date on which both parties agree in writing that the Significant Breach identified in Section 5.2(a) has been cured or (ii) one hundred twenty (120) days. If such initial suspension period ends because the parties agree that such Significant Breach has been cured, then the license for the particular Licensed Product in the particular territory identified in Section 5.2(a) shall be reinstated immediately without the need for separate notice. If such initial suspension period expires and the parties agree in writing that the Significant Breach identified in Section 5.2(a) has not been cured or Licensee fails to commence the dispute resolution process as provided in Section 5.2(a), then the license for the particular Licensed Product in the particular territory identified in Section 5.2(a) shall continue to be suspended or, at Licensor’s election, be terminated immediately upon written notice.

          (c) Further Suspension Period: If, just prior to the end of the initial suspension period, the parties remain in dispute as to whether such Significant Breach has been cured, Licensee may commence a dispute resolution process pursuant to Section 4.3 and the previously suspended license shall remain suspended pending the outcome of such dispute resolution process. If, at the conclusion of such dispute resolution process, there is a written agreement by the parties that the Significant Breach has been cured, then the license for the particular Licensed Product in the particular territory identified in Section 5.2(a) shall be reinstated immediately without the need for separate notice. If, at the conclusion of such dispute resolution process, there is a written agreement by the parties that the Significant Breach has not been cured or there is no agreement reached about whether the Significant Breach has been

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cured, then the license for the particular Licensed Product in the particular territory identified in Section 5.2(a) shall continue to be suspended or, at Licensor’s election, be terminated immediately upon written notice as to the Licensed Products and territories in question, subject to the any rights and remedies of Licensee pursuant to Section 4.3(f).

     5.3 Termination for Convenience. At any time after the twenty-fifth (25^th) anniversary of the Effective Date, Licensor may terminate this Agreement in its sole discretion, and for any reason, upon one (1) year’s written notice to Licensee.

     5.4 Termination for Cause. Licensor, or in the case of Sections 5.4(c) or 5.6 either Licensor or Licensee, shall additionally have the right to terminate this Agreement as set forth below:

          (a) Withdrawal from Business: upon written notice to Licensee, in the event that Licensee withdraws from or discontinues its conduct of the Business;

          (b) Divestiture: upon written notice to Licensee, upon any Divestiture of all or any material portion of Licensee’s business relating to the marketing, distribution or sale of Licensed Products, where “Divestiture” means any sale, assignment or other transfer to another Person all or any material portion of any relevant assets relating to or primarily used in such business, but not including a sale of all or substantially all of the assets of Licensee in connection with a permitted Change of Control under the Imation Agreement;

          (c) Material Breach of Agreement: upon written notice to the other party, in the event of a Material Breach by such other party, which is not cured within sixty (60) days after written notice by the party to the other party, provided, however, that if, during such sixty (60)-day period, the other party commences a dispute resolution process pursuant to Section 4.3 with respect to the party’s notice of breach (or the breach is otherwise subject to a dispute resolution process thereunder), such termination shall not become effective until the later of (i) one hundred twenty (120) days after the commencement of such dispute resolution process or (ii) the end of any extension period beyond such one hundred twenty (120)-day period to which the party has expressly agreed in a writing that refers to Section 4.3 and this Section 5.4(c). Notwithstanding the foregoing, the parties acknowledge that, from time to time, there may be de minimus breaches of quality control requirements of this Agreement by Licensee but that, for so long as Licensee is diligently curing such breaches, such breaches shall be disregarded in determining whether Licensee is in Material Breach (although Licensor may commence the dispute resolution processes of Section 4.3 if it views such breaches as significant in the aggregate). Notwithstanding the foregoing, the parties further acknowledge that a Material Breach will only give rise to Licensor’s right to terminate this Agreement if (a) the Material Breach affects more than one Licensed Product in more than one country; or (b) Licensor previously has exercised its right to suspend the license as to a particular Licensed Product due to a failure by Licensee to cure a Material Breach within the initial sixty (60)-day cure period specified in Section 5.2.

     5.5 Other Termination Rights. Either of Licensor or Licensee may terminate this Agreement immediately upon written notice to the other party upon:

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          (a) the filing by the other party of a petition in bankruptcy or insolvency;

          (b) any adjudication that the other party is bankrupt or insolvent;

          (c) the filing by the other party of any legal action or document seeking reorganization, readjustment or arrangement of such party’s business under any law relating to bankruptcy or insolvency;

          (d) the appointment of a receiver for all or substantially all of the property of the other party;

          (e) the making by the other party of any assignment for the benefit of creditors; or

          (f) sixty (60) days after the institution of any proceedings for the liquidation or winding up of the business of, or for the termination of the corporate charter of, the other party if such proceedings are not dismissed such sixty (60)-day period.

     5.6 Termination for Termination of Imation Agreement. Either party may terminate this Agreement immediately upon written notice to the other party upon the effective date of termination of the Imation Agreement for any reason.

     5.7 Termination if Licensee no Longer Wholly-Owned by Imation. If Licensee ceases to be wholly owned, directly or indirectly by Imation, this Agreement shall immediately and automatically terminate without the further act of any party.

     5.8 Effect of Termination.

          (a) Termination of License: Upon termination of this Agreement for any reason, subject to Section 5.8(b), all rights and licenses granted hereunder (including any Sublicense Agreements executed pursuant hereto) shall immediately terminate (and Licensee and any Licensed Entities shall cease all use of the Licensed Trademarks), provided that Licensee may use the Licensed Trademarks (i) for historical reference, including to keep records and other historical or archived documents (including customer contracts and/or marketing materials) containing or referencing the Licensed Trademarks and to refer to the historical fact that Licensee and the Licensed Entities previously used the Licensed Trademarks, but not, for the avoidance of doubt, for marketing, promotion, advertisement, distribution, lease or sale of Licensed Products, and (ii) in any manner permitted under applicable law.

          (b) Use Up Rights: Without limiting any rights of Licensee pursuant to Sections 2.2 and 5.8(a), upon any termination of this Agreement under Section 5.5 or 5.6 (only in the case of termination of the Imation Agreement under Sections 6.4(a) and 6.5 thereof), Licensee shall have the right to continue to (i) sell and/or otherwise dispose of any Licensed Products bearing a Licensed Trademark which are on hand or in process, and (ii) use the Licensed Trademarks on Internet and Intranet websites and on existing stocks of packaging, Promotional Material, and other documents and materials related to the Licensed Products in connection with sales permitted pursuant to the preceding clause (i), provided that such rights shall not exceed one hundred eighty (180) days following termination of this Agreement.

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          (c) Survival: The following provisions shall survive the termination of this Agreement: Sections 5.6 and 7.3, Article I, Article VI, Article VIII, and Article IX and Exhibit B.

     5.9 Termination Remedies. Termination of this Agreement by a party shall be without prejudice to any other right or remedy of such party under this Agreement or applicable law.

ARTICLE VI

INDEMNIFICATION

     6.1 Indemnification by Licensee. Licensee shall, at its own expense, indemnify, defend, and hold harmless Licensor and its affiliates, and their respective officers, directors, employees and representatives, from and against any claim, demand, cause of action, liability, expense (including attorney’s fees and costs), or damages to the extent arising from a third party claim with respect to:

          (a) Licensed Products (except to the extent that Licensor is obligated to indemnify Licensee under the Supply Agreement), including any claim alleging product liability, injury to property or person, or infringement of intellectual property rights (except to the extent that Licensor is obligated to provide indemnification for such infringement claim under Section 6.2;

          (b) use of any Licensed Trademark by Licensee or any Licensed Entity (except to the extent that Licensor is obligated to provide indemnification for such claim under Section 6.2; and

          (c) any breach by Licensee, or any Licensed Entity of this Agreement (or any applicable Sublicense Agreement), including to the extent arising from any termination of this Agreement in accordance with Article V.

     6.2 Indemnification by Licensor. Licensor shall, at its own expense, indemnify, defend, and hold harmless Licensee and its affiliates, and their respective officers, directors, employees and representatives, from and against any claim, demand, cause of action, liability, expense (including attorney’s fees and costs), or damages to the extent arising from a third party claim with respect to:

          (a) Licensee’s alleged infringement of (i) third party copyrights and trademark rights (which include claims for unfair competition, dilution and other similar claims) arising from Licensee’s use of the TDK Marks pursuant to Section 2.2 or (ii) third party copyrights and trademark rights in the United States or Japan or third party rights in a registered Community Trade Mark (which include claims for unfair competition, dilution and other similar claims relating to such rights) arising from Licensee’s Display of the Licensed Trademark; except in either case, to the extent that such infringement arises from Licensee’s non-compliance with Licensor’s requirements for Display of the TDK Marks or Licensed Trademarks; and

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          (b) any breach by Licensor of this Agreement, including to the extent arising from any termination of this Agreement in accordance with Article V; provided, that Licensee’s sole and exclusive remedy for any breach of Licensor’s representation and warranty set forth at Section 7.1(c) hereof shall be indemnification by the Licensor pursuant to this Section 6.2.

     6.3 Miscellaneous. The party seeking to be indemnified pursuant to this Article VI (as applicable, the “Indemnified Party”) shall be entitled to indemnification hereunder only if it gives written notice to the party obligated to provide such indemnification hereunder (the “Indemnifying Party”) of any claims, suits or proceedings by third parties which may give rise to a claim for indemnification with reasonable promptness after receiving written notice of such claim (or, in the case of a proceeding, is served in such proceeding); provided, however, that failure to give such notice shall not relieve the Indemnifying Party of its obligation to provide indemnification, except if and to the extent that the Indemnifying Party is actually and materially prejudiced thereby. If the Indemnifying Party confirms in writing to the Indemnified Party that it is prepared to assume its indemnification obligations hereunder, the Indemnifying Party shall have sole control over the defense of the claim, at its own cost and expense; provided, however, that the Indemnified Party shall have the right to be represented by its own counsel at its own cost in such matters. Notwithstanding the foregoing, the Indemnifying Party shall not settle or dispose of any such matter in any manner which would require the Indemnified Party to make any admission, or to take any action (except for ceasing use or distribution of the items subject to the claim) without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed. Each party shall reasonably cooperate with the other party and its counsel in the course of the defense of any such suit, claim or demand, such cooperation to include using reasonable efforts to provide or make available documents, information and witnesses and to mitigate damages.

ARTICLE VII

REPRESENTATIONS; LIMITATION OF WARRANTY AND LIABILITY

     7.1 Warranties as of Effective Date. Licensor represents and warrants to Licensee as follows as of the Effective Date:

          (a) Licensor has the right to grant the licenses contemplated by this Agreement, without the need for any licenses, releases, consents, approvals or immunities not yet granted and no licenses granted in this Agreement are inconsistent with or contrary to any licenses previously granted by Licensor.

          (b) Licensor owns all right, title and interest in the TDK Marks and Licensed Trademarks free and clear of any liens, security interests, obligations, or other encumbrances.

          (c) In the two (2) years prior to the Effective Date, no Person has asserted to Licensor in writing that any TDK Mark or Licensed Trademark is invalid or not enforceable and there are no such claims pending as of the Effective Date. The TDK Diamond Logo and Licensed Trademarks that are registered Trademarks or that are the subject of pending Trademark applications are in full force and effect, and all actions required to keep such registrations or applications pending or in effect or to provide full available protection, including

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payment of filing and maintenance fees and filing of renewals, statements of use or affidavits of incontestability, have been taken and no such applications or registrations are the subject of any opposition, cancellation, or other proceeding placing in question the validity or scope of such rights.

          (d) In the two (2) years prior to the Effective Date, Licensor has received no written notice by a third party that the Display of TDK Marks or Licensed Trademarks in connection with Licensed Products infringes such third party’s intellectual property rights and no such claims are pending as of the Effective Date.

          (e) Exhibits C and E contain complete and accurate listings of all Headphone Products and Speaker Products currently marketed by Licensor.

          (f) Exhibit I contains a complete and accurate listing of all current co-branding programs for the Licensed Products in Japan as of the Effective Date, provided that the sole and exclusive remedy for breach of this Section 7.1(f) is that such a current co-branding program shall be added to Exhibit I and be treated as an Existing Program as of the Effective Date.

     7.2 Warranties as of Date of Update. Licensor represents and warrants to Licensee as follows as of the date of any Updates to Display Guidelines that result in a material change to a Licensed Trademark:

          (a) Licensor has the right to grant the licenses contemplated by this Agreement, without the need for any licenses, releases, consents, approvals or immunities not yet granted and no licenses granted in this Agreement are inconsistent with or contrary to any licenses previously granted by Licensor.

          (b) Licensor owns all right, title and interest in such Licensed Trademark free and clear of any liens, security interests, obligations, or other encumbrances.

          (c) There are no claims pending that such Licensed Trademark, as modified, is invalid or not enforceable, which claims would not apply to the Licensed Trademark before the modification.

          (d) There are no written notices or claims pending by a third party that the Display of such Licensed Trademark, as modified, in connection with Licensed Products infringes such third party’s intellectual property rights, which claims would not apply to the Licensed Trademark before the modification.

     7.3 Disclaimer of Warranties. EXCEPT AS SET FORTH IN THIS SECTION, LICENSOR HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY, ENFORCEABILITY, NONINFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE DUE TO COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, WHETHER RELATED TO THE LICENSED TRADEMARKS, ADDITIONAL LICENSED DOMAIN NAMES, OR OTHERWISE.

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ARTICLE VIII

CONFIDENTIAL INFORMATION

     8.1 Definition. “Confidential Information” means (a) all Sublicense Agreements, and (b) all information disclosed by one party to any other party (in writing, orally or in any other form) that is designated, at or before the time of disclosure, as confidential. The party disclosing Confidential Information shall be a “Discloser” and the party receiving Confidential Information shall be a “Recipient.”

     8.2 Exclusions. Confidential Information does not include information or material that (a) is now, or hereafter becomes, through no act or failure to act on the part of the Recipient, generally known or available; (b) is or was known by the Recipient at or before the time such information or material was received from the Discloser; (c) is furnished to the Recipient by a third party that is not under an obligation of confidentiality to the Discloser with respect to such information or material; or (d) is independently developed by the Recipient.

     8.3 Restrictions on Use. During the term of this Agreement and for a period of three (3) years thereafter, the Recipient shall hold Confidential Information in confidence and shall not disclose to third parties or use such information for any purpose whatsoever other than as necessary in order to fulfill its obligations or exercise its rights under this Agreement. The Recipient shall take all reasonable measures to protect the confidentiality of the other party’s Confidential Information in a manner that is at least protective as the measures it uses to maintain the confidentiality of its own Confidential Information of similar importance. Notwithstanding the foregoing, the Recipient may disclose the other party’s Confidential Information (a) to employees and consultants that have a need to know such information, provided that each such employee and consultant is under a duty of nondisclosure that is consistent with the confidentiality and nondisclosure provisions herein, and (b) to the extent the Recipient is legally compelled to disclose such Confidential Information, provided that if permitted by applicable law and regulations the Recipient shall give advance notice of such compelled disclosure to the other party, and shall cooperate with the other party in connection with any efforts to prevent or limit the scope of such disclosure and/or use of the Confidential Information.

ARTICLE IX

MISCELLANEOUS

     9.1 No Assignment or Transfer. No party shall, or shall have the right to, assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other parties to this Agreement, each in its sole discretion; provided, that, subject to Imation’s compliance with the terms in the Imation Agreement with respect to a Change of Control, the foregoing shall not apply to an assignment by Licensee of its rights and obligations hereunder in connection with a transfer of all or substantially all of Licensee’s assets in connection with a permitted Change of Control under the

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Imation Agreement. Except as expressly provided herein, any purported assignment, sale, transfer, sublicense, delegation or other disposition by any party shall be null and void.

     9.2 Injunctive Relief. Licensee acknowledges that a breach by it of its obligations under this Agreement, including its obligations set forth in Sections 2.6 and 2.7 and Article III, may cause Licensor irreparable damage. Accordingly, Licensee agrees that in the event of such breach or threatened breach, in addition to remedies at law, Licensor shall have the right to seek injunctive or other equitable relief, without the necessity of posting any bond or other security, to prevent Licensee’s violations of its obligations hereunder. Licensor acknowledges that a breach of its obligations under this Agreement, including its obligations set forth in Section 5.4 or Article VIII may cause Licensee irreparable damage. Accordingly, Licensor agrees that in the event of such breach or threatened breach, in addition to remedies at law, Licensee shall have the right to seek injunctive or other equitable relief, without the necessity of posting any bond or other security, to prevent Licensor’s violations of its obligations hereunder.

     9.3 Severability. If any provision of this Agreement, or the application thereof to any Person, place or circumstance, are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, and the remainder of this Agreement and such provisions as applied to other Persons, places and circumstances shall remain in full force and effect.

     9.4 Waivers. The waiver by a party of a breach of or a default under any provision of this Agreement, shall not be effective unless such waiver is in writing, expressly states that is waiver hereunder, and identifies the breach or default to be waived. No waiver hereunder shall, in any event, be construed as a waiver of any subsequent breach of, or default under, the same or any other provision of this Agreement, nor shall any delay or omission on the part of a party in exercising or availing itself of any right or remedy, or any course of dealing hereunder, operate as a waiver of any right or remedy.

     9.5 Amendments. This Agreement may be amended only by written document, expressly stating that it is an amendment to this Agreement, identifying the provisions of this Agreement to be amended, and duly executed on behalf of each of the parties hereto. No delay or omission on the part of a party in exercising or availing itself of any right or remedy, or any course of dealing hereunder, operate as an amendment with respect to any provision hereof.

     9.6 Governing Law. This Agreement is to be construed in accordance with and governed by the internal laws of the State of New York without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties.

     9.7 Consent to Jurisdiction.

          (a) Licensee hereby irrevocably submits and agrees to cause all other Qualified Entities sublicensed hereunder to irrevocably submit on or prior to the execution of the relevant Sublicense Agreement), and Licensor hereby irrevocably submits to the exclusive

23

jurisdiction of the state and federal courts located in the State of New York, New York County, for the purposes of any suit, action or other proceeding arising out of this Agreement or any Sublicense Agreement (and each agrees that no such action, suit or proceeding relating to this Agreement or the Sublicense Agreements shall be brought by it or any of its affiliates except in such courts). Licensee irrevocably and unconditionally waives (and agrees not to plead or claim), and agrees to cause any Qualified Entities sublicensed hereunder to irrevocably and unconditionally waive (and not to plead or claim), and Licensor irrevocably and unconditionally waives (and agrees not to plead or claim), any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the Sublicense Agreements in such courts or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

          (b) Licensee further agrees, and agrees to cause the other Licensed Entities to agree, and Licensor further agrees, that service of any process, summons, notice or document by U.S. registered mail to such person’s respective address set forth above shall be effective service of process for any action, suit or proceeding in the state and federal courts located in the State of New York, New York County, with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding clause (a). In addition, Licensee irrevocably and unconditionally waives, and agrees to cause the other Licensed Entities to irrevocably and unconditionally waive, and Licensor irrevocably and unconditionally waives, application of the procedures for service of process pursuant to the Hague Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters.

          (c) Each party hereby irrevocably waives any right it may have, and agrees not to request, a jury trial for the adjudication of any dispute hereunder or in connection herewith or arising out of this Agreement or the Sublicense Agreements.

     9.8 Independent Contractors. Each party is an independent contractor and neither party’s personnel are employees or agents of the other party for federal, state or other taxes or any other purposes whatsoever, and are not entitled to compensation or benefits of the other. Except for the specific obligations set forth in this Agreement, nothing hereunder shall be deemed to constitute, create, give effect to or otherwise recognize a joint venture, partnership or business entity of any kind, nor shall anything in this Agreement be deemed to constitute either party the agent or representative of the other.

     9.9 Notices. All notices, demands and other communications to be given or delivered under this Agreement shall be in writing and shall be deemed to have been given (a) when delivered if personally delivered by hand, (b) when received if sent by an internationally recognized overnight courier service, (c) ten (10) days after being mailed, if sent by first class mail, return receipt requested, or (d) when receipt is acknowledged by an affirmative act of the party receiving notice, if sent by facsimile, telecopy or other electronic transmission device (provided that such an acknowledgement does not include an acknowledgment generated automatically by a facsimile or telecopy machine or other electronic transmission device and further provided that recipient shall not withhold or delay acknowledgement if actual receipt has occurred). Notices, demands and communications to Licensor and Licensee shall, unless another address is specified in writing, be sent to the address indicated below:

24

To Licensor:	To Licensee:
TDK Corporation	IMN Data Storage Holdings C.V.
13-1 Nihonbashi 1-chome, Chuo-ku	c/o IMN Data Storage LLC
Tokyo 103-8272, Japan	1 Imation Place
Attn: General Manager,	Oakdale, MN 55128, USA
Corporate Planning Department	Attn: Secretary

     9.10 Entire Agreement. This Agreement (including the Exhibits attached hereto, which are incorporated herein by reference) constitutes the entire agreement of the parties hereto with respect to its subject matter. This Agreement supersedes all previous, contemporaneous and inconsistent agreements, negotiations, representations and promises between the parties, written or oral, regarding the subject matter hereunder. There are no oral or written collateral representations, agreements or understandings except as provided herein.

     9.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     9.12 Right to Compete. Nothing in this Agreement is intended to restrict Licensee from the development, marketing, sales, and distribution of Licensed Products or similar products or services under Trademarks other than the Licensed Trademarks. Licensor expressly acknowledges and agrees that the activities described in the prior sentence shall be deemed not to violate any section of this Agreement including Section 3.2.

     9.13 Export/Import Compliance. Licensee shall ensure that the sale, distribution, export and import of Licensed Products by Licensee, and by its Affiliates, comply in all cases with all applicable export and/or import laws of the jurisdiction in which such sales, distribution, export or import occur, including, the Wassenaar Arrangement on Export Controls for Conventional Arms and Dual-Use Goods and Technologies and the Foreign Exchange and Foreign Trade Law of Japan.

[Remainder of page intentionally left blank.]

25

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

LICENSOR:      TDK Corporation
By:	/s/ Shiro Nomi
	Name:	Shiro Nomi
	Title:	Senior Vice President
LICENSEE:
	IMN Data Storage Holdings C.V., represented by IMN Data Storage LLC, its General Partner
By:	/s/ John L. Sullivan
	Name:	John L. Sullivan
	Title:	Secretary

Trademark License Agreement
Signature Page

EXHIBIT A

LICENSED TRADEMARKS

TDK LIFE ON RECORD LOGO

TDK MARKS

TDK

DIAMOND DESIGN:

TDK DIAMOND LOGO:

A-1

EXHIBIT B

DEFINITIONS

     “Accessory Products” means optical disc jewel cases, optical disc storage cases and storage racks, optical disc label kits, cleaning kits for optical discs, magnetic cleaning cartridges and similar products that are directly related and ancillary to the end user’s use of Core Products and have no independent utility except when used for or in conjunction with a Core Product. For the avoidance of doubt, Accessory Products do not include products which include a power source.

     “Additional Licensed Domain Names” has the meaning set fort in Section 2.3.

     “Affiliate” means, when used with reference to any Person, any other Person that directly, or indirectly through one or more intermediaries, has Control of the first Person, or of which the first Person has Control, or which is under common Control with the first Person.

     “Agreement” has the meaning set forth in the Preamble.

     “Acquisition Agreement” has the meaning set forth in the Recitals.

     “Business” means the sales, service and support functions for Licensed Products bearing a Licensed Trademark.

     “Business Day” means any day, other than weekends, on which commercial banks in New York City are open for business.

     “Change of Control” has the meaning set forth in the Imation Agreement.

     “Confidential Information” has the meaning set forth in Section 8.1.

     “Control” of any Person means either (i) direct or indirect ownership of at least fifty-one percent (51%) of the voting share capital of, or other analogous ownership interest in, such Person or (ii) the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of securities, by contract or otherwise.

     “Core Products” means Current and Successor Optical Media Products, Current and Successor Magnetic Tape Products and Current and Successor Flash Memory Products.

     “Current Flash Memory Products” means RRM Products that Licensor or Imation has commercialized as of the Effective Date and that are in the form of (a) a USB flash device which directly connects to a computer through a USB interface or (b) a flash card (such as Compact Flash, SmartMedia, SD Memory Card), in either case in which the media is NAND or NOR circuit type, non-volatile computer memory where each memory cell is comprised of a MOSFET structure having a floating gate region.

     “Current Magnetic Tape Products” means RRM Products that Licensor or Imation has commercialized as of the Effective Date in which the storage medium consists of magnetic tape that is written to and read from using a magnetic head while the magnetic tape is being spooled.

B-1

For the avoidance of doubt, Current Magnetic Tape Products include, but are not limited to, LTO tape, DLTtapeIV, SuperDLTtape, audio tape, DDS/DAT, 8 mm tape, DVC tape, VHS tape, VHS-C tape, microcassette tape and endless cassette tape, and commercialized metal-evaporated (ME) tape formats.

     “Current Optical Media Products” means RRM Products that Licensor or Imation has commercialized as of the Effective Date in which the storage medium consists of physical discs that are written to and read from using optical and/or magneto-optical means while the disc is being spun. For the avoidance of doubt, Current Optical Media Products include, but are not limited to, CDs, DVD, MO, MiniDisc, HD-DVD, and Blu-ray media.

     “Discloser” has the meaning set forth in Section 8.1.

     “Display” has the meaning set forth in Section 3.1.

     “Dispute” has the meaning set forth in Section 4.3.

     “Divestiture” has the meaning set forth in Section 5.4.

     “Domain Name Regulation” has the meaning set forth in Section 2.3.

     “Effective Date” has the meaning set forth in Section 5.1.

     “Existing Programs” has the meaning set forth in Section 2.12(b)(i).

     “Further Sublicense Agreement” has the meaning set forth in Exhibit G(II), Section 2.10.

     “Headphone Products” means headphone products that have been commercialized by Licensor as of the Effective Date and are listed on Exhibit C and successor products that are based on the same fundamental structure and technology as such headphone products, including products that are on the migration path of such products.

     “Imation” has the meaning set forth in the Recitals.

     “Imation Agreement” has the meaning set forth in the Recitals.

     “Indemnified Party” has the meaning set forth in Section 6.3.

     “Indemnifying Party” has the meaning set forth in Section 6.3.

     “Licensed Entity” means a Qualified Entity which has executed a Sublicense Agreement pursuant to Section 2.5 hereof.

     “Licensed Products” means Current and Successor Optical Media Products, Current and Successor Magnetic Tape Products, Current and Successor Flash Memory Products, Accessory Products, Headphone Products, Speaker Products, and other RRM Products approved pursuant to Article IV of the Imation Agreement but does not include Medical Image Data Recording Media or Specific Broadcast Media.

B-2

     “Licensee” has the meaning set forth in the Preamble.

     “Licensed Trademarks” means those Trademarks listed on Exhibit A.

     “Licensor” has the meaning set forth in the Preamble.

     “Licensor Products” means products that Licensor manufactures, distributes, or sells under a Licensed Trademark that are not Licensed Products.

     “Logo Manual” has the meaning set forth in Section 3.1.

     “Material Breach” means a breach of this Agreement that is material in relation to the totality of the transactions and relationships contemplated by the Acquisition Agreement, including those provided for in this Agreement and in the other Ancillary Agreements, as the latter term is defined in the Acquisition Agreement. Without limiting the generality of the foregoing, the purported transfer or assignment of this Agreement in violation of Section 9.1 shall be considered a Material Breach.

     “Medical Image Data Recording Media” means media that are specifically intended for recording patient medical image data, are expressly and solely marketed for use in such medical applications and are labeled as such.

     “Notice of Alleged Infringement” has the meaning set forth in Section 2.9.

     “Person” means an individual, corporation, partnership, limited partnership, limited liability company, unincorporated association, trust, joint venture, union or other organization or entity, including a governmental entity.

     “Product Site” has the meaning set forth in Section 2.3.

     “Promotional Material” means any advertising, marketing or promotional materials with respect to any Licensed Product.

     “Qualified Entity” means Licensee and any entity in the Territory that is (a) wholly-owned by Imation directly or indirectly, but only for so long as such entity is wholly-owned by Imation, or (b) listed on Exhibit D, but only for so long as (i) Imation (or a wholly-owned subsidiary of Imation) maintains the ownership interest that it has in such entity as of the Effective Date as set forth on Exhibit D and (ii) any other shareholder in such entity continues to maintain at least the ownership interest that it has in such entity as of the Effective Date as set forth on Exhibit D or, if it transfers any shares, it transfers those shares to Imation or a wholly-owned subsidiary of Imation. In the event that Licensee wishes to add a proposed Qualified Entity to Exhibit D, Licensee shall notify Licensor in writing of the jurisdiction of the entity, purpose of the addition, and direct and indirect ownership interest of such entity and Licensor shall have the right to approve or disapprove such request, but shall not unreasonably withhold or delay its approval of such request. For purposes of determining whether an entity is wholly-owned for purposes of the foregoing, the parties will disregard a de minimis number of shares held by a nominee if and to the extent such a nominee is required to hold such shares in connection with the due formation of the entity, or to qualify as a director, in each case under the

B-3

laws of its jurisdiction of incorporation, provided that the holder of such shares (i) holds no more shares than is required by such statute, (ii) does not have the power or authority to direct or cause the direction of the management and policies of such entity, whether through the ownership of securities, by contract or otherwise, except director nominees may have such rights to the extent they can exercise them solely in accordance with the directions of Imation, and (iii) shall only be disregarded for so long as such legal requirement exists and for as long thereafter, up to a maximum of three (3) months as may reasonably be necessary for Imation to acquire the shares held by such nominee.

     “Quality Guidelines” has the meaning set forth in Section 3.1.

     “Quality Manual” has the meaning set forth in Section 3.1.

     “Recipient” has the meaning set forth in Section 8.1.

     “Relationship Manager” has the meaning set forth in the Imation Agreement.

     “Removable Recording Media (“RRM”) Products” means finished products for use by end users consisting primarily of physical media designed for the storage of information, images, or other data in digital or analog form which are (a) designed and intended to be readily insertable into and removable from a storage device or system by such end user and (b) do not incorporate or provide any other material functions (such as writing, reading, recording, retrieving, computing, processing, transmitting, receiving, displaying, measuring, detecting, reproducing or other functionality with respect to data). For the avoidance of doubt, “RRM Products” does not include products that include components such as heads or power sources because such products provide functions other than storage of data. Notwithstanding the foregoing limitation on incorporating or providing any other material functions, (1) magnetic tape products in cartridge form (e.g., LTO tape) that include an RFID tag/chip shall still constitute RRM Products and Current or Successor Magnetic Tape Products if they otherwise meet the requirements for inclusion in the definitions of both RRM Products and Current or Successor Magnetic Tape Products, and (2) USB flash devices and flash cards that include an integrated circuit controller for controlling the transfer of data to and from such USB flash devices or flash cards and a crystal oscillator to generate a clock signal for use by such controllers shall still constitute Current or Successor Flash Memory Products if they otherwise meet the requirements for inclusion in the definitions of both RRM Products and Current or Successor Flash Memory Products.

     “Significant Breach” means any Licensee breach of this Agreement that has an adverse effect causing or, if continued, likely to cause significant harm to Licensor’s ownership of the Licensed Trademarks, the goodwill associated therewith or Licensor’s ability to enforce any of its rights therein. A Significant Breach may or may not be a Material Breach.

     “Speaker Products” means speaker products (a) that have been commercialized by Licensor as of the Effective Date and are listed on Exhibit E and (b) successor products that are (i) designed and intended to be used with personal computers, laptops, handheld computers, portable audio players and similar consumer products and (ii) have an integrated power supply

B-4

that does not exceed 50 watts, including in each case products that are on the migration path of such products.

     “Specific Broadcast Media” means RRM Products that are sold to NHK broadcast network solely for the production of audio and video content for use in NHK’s broadcast programming. For the avoidance of doubt, Specific Broadcast Media does not cover any RRM Products that are sold to customers other than NHK broadcast network.

     “Strategic Relationship Committee” has the meaning set forth in the Imation Agreement.

     “Sublicense Agreement” has the meaning set forth in Section 2.5.

     “Successor Flash Memory Products” means RRM Products that are in the form of (i) a USB flash device which directly connects to a computer through a USB interface or (ii) a flash card (such as Compact Flash, SmartMedia, SD Memory Card), in either case in which the media is NAND or NOR circuit type, non-volatile computer memory where each memory cell is comprised of a MOSFET structure having a floating gate region but only if such products (a) incorporate read/write speed and recording capacity enhancements to Current Flash Memory Products, and (b) are based on the same fundamental structure and technology as Current Flash Memory Products, including products that are on the migration path of Current Flash Memory Products.

     “Successor Magnetic Tape Products” means RRM Products in which the storage medium consists of magnetic tape that is written to and read from using a magnetic head while the magnetic tape is being spooled, provided that such products are (a) product line extensions of or on the migration path from, and (b) based on the same fundamental technology as Current Magnetic Tape Products. For the avoidance of doubt, Successor Magnetic Tape Products include, but are not limited to, Licensee’s Multi-Terabyte Tape Storage (MTS) program as well as magnetic tape formats launched by IBM, Sun StorageTek, the LTO Consortium, or Quantum that are intended to be successor products to their existing tape products.

     “Successor Optical Media Products” means RRM Products in which the storage medium consists of physical discs that are written to and read from using optical and/or magneto-optical means while the disc is being spun, provided that such products are (a) product line extensions of or on the migration path from, and (b) based on the same fundamental technology as Current Optical Media Products. For the avoidance of doubt, Successor Optical Media Products include, but are not limited to, holographic media and Blu-Ray and HD-DVD recordable, rewritable, and RAM discs, including single layer, dual layer, and dual sided discs, all speed changes for such discs, and including small format versions of such discs.

     “Supply Agreement” has the meaning set forth in the Recitals.

     “TDK Marks” has the meaning set forth in Section 2.1.

     “Territory” means worldwide other than the United States and its territories and possessions.

B-5

     “Trademark” means trademarks, trade names, service marks, service names, design marks, logos, trade dress, or other indicators of identification of origin, whether registered or unregistered.

     “Updates” has the meaning set forth in Section 3.1.

B-6

EXHIBIT C

HEADPHONE PRODUCTS

Market	Product Name	Product Number
Japan	Headphone	TEC-BP-100
		TEC-CP-100
		TEC-HP-100
		TEC-MP-100
		TEC-NP-100
Europe	Headphone	SHP-BP100
		SHP-CP100
		SHP-HP100
		SHP-NP100
		SHP-MP100
Americas	Headphone	BP100
		CP100
		HP100
		MP100
		NP100
		IE100
		NC100
Asia Pacific & Africa	Ear Phone	CP100
(including Oceania)		BP100
		HP100
		MP100
		NP100
	Headphone	EB-100
		EB-200
		EB-300BK
		EB-300WH
		EB-400BL
		EB-400PK
		EB-400GR
		EB-500
		ST-100
		ST-200BK
		ST-200WH
		ST-PR300
		ST-PR400
		NC-100
		NC-200
		BT-100

C-1

EXHIBIT D

LIST OF QUALIFIED ENTITIES

(SPECIFYING, FOR EACH ENTITY, THE NUMBER OF SHARES OR OTHER
EQUITY INTERESTS OUTSTANDING AS OF THE EFFECTIVE DATE, AND THE
HOLDER OF ALL SUCH SHARES OR OTHER EQUITY INTERESTS)

^**

** The appearance of a double asterisk denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

D-1

EXHIBIT E

SPEAKER PRODUCTS

Market	Product Name	Product No.
Japan	Speaker	SP-XA10WL
		SP-XA10WR
		SP-XA10WS
		SP-XA40WB
		SP-XA40WL
		SP-XA40WR
		SP-XA40WS
		SP-XA40WW
		SP-XA60
		SP-XA60W
		SP-XA80
		SP-XA160
Europe	Speaker	MMS-XA40WCLG
		MMS-XA40WCS
		MMS-XA40WCO
		MMS-XA40WCLG-UK
		MMS-XA40WCO-UK
		MMS-XA40WCS-UK
Asia Pacific & Africa	Speaker	TR-XA10L-AU
(including Oceania)		TR-XA10R-AU
		TR-XA10S-AU
		TR-XA40L-AU
		TR-XA40R-AU
		TR-XA40S-AU
		TR-XA60W-AU
		TR-XA60-AU
		TR-XA80W-AU
	iPOD DOCK	ADS-01
		ADS-02
Oceania	CD Sound System	NX-03CDMP3-SV

E-1

EXHIBIT F

INITIAL QUALITY GUIDELINES

Not included herein.

F-1

EXHIBIT G

FORM OF SUBLICENSE AGREEMENT

G-1

EXHIBIT G(II)

SUBLICENSE AGREEMENT

[For the sublicense between IMN CV and Imation Europe BV:]

     This Trademark Sublicense Agreement (this “Sublicense Agreement”) is made as of                     ,                      by and among IMN Data Storage Holdings CV, a Dutch private limited partnership (besloten CV) (“Sublicensor”)] and Imation Europe BV, a                      (“Sublicensee”).

RECITALS

     WHEREAS, TDK Corporation (“Licensor”) and Sublicensor are parties to a Trademark License Agreement dated July 31, 2007 (the “Brand License Agreement”) that covers all countries outside the United States and its territories;

     WHEREAS, Licensor and Imation Corp. are also parties to a Trademark License Agreement dated July 31, 2007 (the “Imation License Agreement”) that covers the United States and its territories;

     WHEREAS, Sublicensor wishes to grant a sublicense of its rights to Sublicensee, subject to the terms and conditions hereof;

     NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:¹

ARTICLE I

DEFINITIONS; RELATIONSHIP TO OTHER AGREEMENTS

     1.1 Certain Definitions. Capitalized terms not otherwise defined in this Sublicense Agreement shall have the meanings set forth in Exhibit [G(II)-]1.

ARTICLE II

LICENSE

     2.1 Trademark License Grant. Subject to compliance with the terms and conditions of this Sublicense Agreement, Sublicensor hereby grants to Sublicensee a non-transferable, non-sublicensable (except as permitted in Section 2.10), [in the Territory], [nonexclusive/exclusive], and restricted license, during the terms set forth below, to use, reproduce and display the Trademarks set forth on Exhibit [G(II)-]2 (“Licensed Trademarks”) solely for the marketing, promotion, advertisement, distribution, lease or sale of Licensed Products. Sublicensee acknowledges that the Licensed Products do not include Medical Image Data Recording Media

¹ Exhibit G contains only the minimum provisions that Sublicensor must include. Sublicensor is free to include additional terms so long as they are consistent with these terms.

G(II)-1

or Specific Broadcast Media and that Licensor reserves all worldwide rights to use, reproduce, and display any Trademark (including the TDK Marks) but not the Licensed Trademarks for the marketing, promotion, advertisement, distribution, lease or sale of Medical Image Data Recording Media and Specific Broadcast Media, and to grant rights to others to do the same. All rights of Sublicensor or Licensor in and to the Licensed Trademarks not expressly granted under this Article II are reserved by Sublicensor or Licensor. The term of license grants are as set forth below:²

          (a) Core Products; Accessory Products: The term of the license for use of the Licensed Trademarks in connection with Core Products and Accessory Products shall be ___

          (b) Speaker Products and Headphone Products: The term of the license for use of the Licensed Trademarks in connection with Speaker Products and Headphone Products shall be ___.

          (c) RRM Products: The term of the license for use of the Licensed Trademarks in connection with any other RRM Product shall be ___.

     2.2 Use-Up Rights for TDK Marks. Sublicensee shall have the right, in the Territory, to (a) sell or otherwise dispose of any Licensed Products that bear a TDK Mark transferred as of the Effective Date in accordance with the terms of the Acquisition Agreement, and (b) use existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark, transferred as of the Effective Date in accordance with the terms of the Acquisition Agreement, in connection with such sales or other dispositions, in each case for up to one (1) year after the Effective Date, provided that Sublicensee shall seek to migrate all sales and use of materials to the Licensed Trademarks as promptly as reasonably practicable, consistent with business requirements, over such period.

     2.3 Restrictions. As an express condition to, and in material consideration for, the licenses granted to Sublicensee hereunder, Sublicensee expressly agrees to the following restrictions as to its use of the Licensed Trademarks:

          (a) Sublicensee shall not do anything inconsistent with Licensor’s ownership of the Licensed Trademarks. Without limiting the generality of the foregoing, Sublicensee shall not challenge the validity of any Licensed Trademark, Licensor’s ownership thereof, or the enforceability of Licensor’s rights therein.

          (b) Sublicensee shall not use, reproduce or display (or authorize the use, reproduction or display of) the Licensed Trademarks in any manner whatsoever other than as expressly authorized by this Sublicense Agreement.

          (c) Except as expressly permitted by Section 2.2, during the term and after any termination of this Sublicense Agreement, Sublicensee shall not use any service mark, service name, trade name, trademark, design or logo that is confusingly similar to any Licensed Trademark or any element thereof, including any mark, word or design that incorporates TDK

² Specified term must in all cases be no longer than the Brand License Agreement.

G(II)-2

Marks, or any mark, word, logo or design confusingly similar thereto. Without limiting the generality of the foregoing, during the term and after any termination of this Sublicense Agreement, Sublicensee shall not use the word “TDK” or the TDK diamond logo in any corporate name or in any domain name [other than as permitted by the sublicense granted in Section 2.12 below]. For the avoidance of doubt, to the extent that an element of a Licensed Trademark (but in no event a TDK Mark) is expressly disclaimed in a trademark registration (such as “mobile” in TDK MOBILE), Sublicensee shall not be prohibited from using such element in its own Trademarks by the terms hereof.

          (d) Except for existing inventory of Licensed Products or existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark that Licensee is permitted to use pursuant to Section 2.2 (which shall be used in the form transferred as of the Effective Date, without alteration), Sublicensee shall not use any of the Licensed Trademarks together, or use any Licensed Trademark in combination with any other trademark, service mark, trade name, trading style, fictitious business name, name, character, symbol, design, likeness or literary or artistic material in a manner that create a unitary or combination Trademark without the prior written consent of Licensor. Notwithstanding the foregoing, Sublicensee may use (i) any Licensed Trademarks together if Licensor has a general practice of using such Licensed Trademarks together and (ii) any Trademarks listed on an exhibit to this Sublicense Agreement but not in a manner that might create a unitary or combination Trademark.

          (e) For a period that runs for one (1) year prior to the expiration of the separate licenses for the Speaker Products and Headphone Products and for each RRM Product licensed in this Sublicense Agreement, and for a period that runs for one (1) year prior to the termination of the Sublicense Agreement for the Core Products and Accessory Products, Sublicensee may Display one or more Imation Trademarks on or in connection with the Licensed Products as part of a transition plan that is provided by Sublicensor to Sublicensee.

          (f) Sublicensee shall not register any Licensed Trademark, and Licensor shall retain the exclusive right to apply for and obtain registrations for each Licensed Trademark throughout the world. Sublicensee shall not register any domain name containing the word TDK.

          (g) Sublicensee shall not assert any adverse claim against Licensor based upon Licensor’s use of any Licensed Trademark.

     2.4 Patent License. Sublicensor hereby grants to Sublicensee a royalty-free, non-transferable, nonsublicensable (except as permitted in Section 2.10), non-exclusive license (not including manufacturing or have made rights) in the Territory under any patents of Licensor or its Affiliates that, as of the Effective Date, Licensor has the right to grant licenses without payments to third parties, for the marketing, distribution, or sales of Current Magnetic Tape Products and Current Optical Media Products which, in both cases, Licensor or Imation Corp. has commercialized as of the Effective Date, provided that if Sublicensee or any of its Affiliates asserts a patent against Licensor or any of its Affiliates, the sublicense granted in this Section 2.4 shall terminate and further provided that Sublicensee and its Affiliates shall not sue Licensor or any of its Affiliates for damages arising before termination of the license.

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     2.5 Notice. In connection with the use of the Licensed Trademarks on packaging or Promotional Material for the Licensed Products, Sublicensee shall include a trademark notice in a form reading: “The [TDK LIFE ON RECORD Logo] is a trademark of TDK Corporation,” except that Sublicensee may use the typed words “TDK Logo” instead of the actual logo where the notice would be too small to show the actual logo clearly or where the notice is embedded within other text. Further, with respect to any Licensed Product other than Core Products or Accessory Products, Sublicensee shall indicate when using a Licensed Trademark on packaging or Promotional Material for such product that “The [TDK LIFE ON RECORD Logo] is used under a trademark license from TDK Corporation,” subject to the same exception as the previous sentence. [Subject to Section 2.12,] if a Licensed Trademark is used multiple times on or in packaging or Promotional Material, the notice and statement regarding licensed use need only be used for the first prominent use of the Licensed Trademark on or in such packaging or Promotional Material. Notwithstanding anything to the contrary, the requirements of this Section 2.5 shall not apply to existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark that Licensee is permitted to use pursuant to Section 2.2.

     2.6 Filing, Maintenance, and Renewal. Sublicensee agrees to reasonably cooperate with Licensor’s preparation and filing of any applications, renewals or other documentation necessary or useful to protect Licensor’s intellectual property rights in the Licensed Trademarks.

     2.7 Enforcement and Defense of Infringement Claims.

          (a) Notification: Sublicensee shall reasonably cooperate in providing notice to Sublicensor (a “Notice of Alleged Infringement”) if Sublicensee becomes aware of any use of a Licensed Trademark, or element thereof, or of any Trademark on a Licensed Product, which may be confusingly similar to any Licensed Trademark, or element thereof, by any Person.

          (b) Action to Enforce: Sublicensee shall have no right to institute and/or pursue any proceedings to enforce any rights in the Licensed Trademarks, unless otherwise authorized by Licensor.

          (c) Defense of Third Party Claims: Licensor shall have the sole right to defend the Licensed Trademarks against imitation, infringement or any claim of prior use. Sublicensee shall cooperate fully with Licensor, at Licensor’s reasonable request and expense, in connection with the defense of any such claim.

     2.8 Reservation of Rights. Sublicensee acknowledges that Licensor is the sole owner of all right, title and interest in and to the Licensed Trademarks, and that Sublicensee has not acquired, and shall not acquire, any right, title or interest in or to the Licensed Trademarks except the limited rights to use such Licensed Trademarks expressly granted to Sublicensee under this Sublicense Agreement. Licensor shall retain all goodwill associated with the Licensed Trademarks. Notwithstanding any other provision hereof, nothing in this Sublicense Agreement shall prohibit Licensor from marketing, distributing or selling any products on an OEM basis, provided such products do not bear any Licensed Trademark or any confusingly similar variation thereof.

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     2.9 Removing Licensed Trademarks from License. At any time during the term of this Sublicense Agreement, Sublicensor may remove a Licensed Trademark from the scope of the license if Licensor removes such Licensed Trademark from the scope of the Brand License Agreement.

     2.10 Sublicense Rights. Sublicensee shall have the right to grant further sublicenses of its rights under Sections 2.1, 2.2, 2.4, 2.11, [and 2.12] only to Qualified Entities, without the right for such entities to grant further sublicenses. Prior to, and as a condition to the effectiveness of, any sublicense to a Qualified Entity pursuant to the preceding, the Qualified Entity shall enter into an agreement that contains, at a minimum, the provisions in the form of attached [Exhibit G(II)-]-8 (“Further Sublicense Agreement”) whereby the Qualified Entity (a) acknowledges receipt of a copy of this Sublicense Agreement, (b) agrees to act in accordance with the terms and conditions of this Sublicense Agreement, and (c) expressly confirms that Licensor is an intended third party beneficiary thereof. Sublicensee will promptly notify Licensor and Sublicensor of the execution of each Further Sublicense Agreement, and provide Licensor and Licensee with a copy of such executed Further Sublicense Agreement. When an entity ceases to be a Qualified Entity, the sublicense rights to that entity shall immediately and automatically terminate without the further act of any party. For purposes of clarification, if Sublicensor ceases to be a Qualified Entity, any sublicense rights of Sublicensee (and any Further Sublicense Agreement granted by Sublicensee) shall immediately and automatically terminate without the further act of any party.

     2.11 Co-Branding Requests by Sublicensee. If Sublicensee wishes to use the Licensed Trademarks in connection with a co-branding program, Sublicensee shall first seek Sublicensor’s written approval, which may be granted or refused in Sublicensor’s sole discretion. After its approval, Sublicensor must obtain Licensor’s written approval, which may be granted or refused in Licensor’s sole discretion. [Except for Existing Programs (as defined in subsection (a) below),]³ Sublicensee shall present such plan (in reasonable detail) in writing to Sublicensor and then if approved by Sublicensor to Licensor.

     (a) [As of the Effective Date, Licensor and Sublicensor hereby approve the Sublicensee’s continued participation in the co-branding of the products listed on Exhibit [G(II)-]7 (“Existing Programs”), solely in Japan, in the same manner that Licensor had been co-branding such products immediately prior to the Effective Date for up to two (2) years after the Effective Date, provided that Sublicensee shall begin using the Licensed Trademarks in place of any TDK Mark used in such co-branding programs as soon as practicable but in any event within three (3) months after the Effective Date; provided, further that — notwithstanding the foregoing clause — Sublicensee shall have the right to use co-branded product inventory and Promotional Material in existence on the Effective Date, as part of Existing Programs, for up to one (1) year after the Effective Date to the extent, and on the terms, permitted by Section 2.2.]

     (b) If Sublicensee wishes to request additional co-branding rights [(including the extension of any of the Existing Programs)], Sublicensee shall first seek Sublicensor’s written approval, which may be granted or refused in Sublicensor’s sole discretion. After its approval, Sublicensor must obtain Licensor’s written approval, which may be granted or refused in

³ Bracketed language references to Existing Programs. Include bracketed language if Territory includes Japan.

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Licensor’s sole discretion. Sublicensee’s proposed plan provided to Sublicensor and then if approved by Sublicensor to Licensor shall specify (a) the proposed design image (specifying each brand to be utilized, and the form of co-brand, including spacing and other fixed attributes); (b) the applicable sales territory; (c) the retailer with which the product will be co-branded; and (d) each category of product or products. Sublicensee’s proposal may include multiple representations of the co-branding materials for approval. Sublicensee shall also provide any additional information reasonably requested by Sublicensor or Licensor. Licensor shall seek in good faith, but without obligation, to approve or disapprove Sublicensor’s request within three weeks of its receipt of the completed plan. Unless Sublicensor or Licensor otherwise states in writing, the term of any new co-branding program [(or any extension of an Existing Program)] shall be for a two (2) year period, starting from the date of approval.

     (c) If Sublicensee wishes to make any change to an approved co-branding program [(including any Existing Program)], Sublicensee shall first seek Sublicensor’s written approval, which may be granted or refused in Sublicensor’s sole discretion. After its approval, Sublicensor must obtain Licensor’s written approval, which may be granted or refused in Licensor’s sole discretion. Sublicensee shall provide the same or similar types of information in writing to Sublicensor and then if approved by Sublicensor to Licensor as set forth in subsections (ii)(a) to (d). Licensor shall seek in good faith, but without obligation, to approve or disapprove Sublicensor’s request within three weeks of its receipt of the completed plan.

     (d) Sublicensor or Licensor shall have the right to terminate any co-branding program [(including any Existing Program)] in the event Sublicensee materially fails to conform to any co-branding program requirement or engages in co-branding that is inconsistent, in a material way, with the materials provided for review in connection with the approval process [(or in the case of any Existing Program, the co-branded products in that program as of the Effective Date)] if Sublicensee fails to correct any nonconformance within [ ] days after receiving written notice from Sublicensor or Licensor.

     2.12 [If sublicense to website rights granted]. Website Rights. Sublicensee may maintain a website, designated by the URL, <http://www.[___]/>, exclusively for the purpose of promoting Licensed Products as set forth in this Sublicense Agreement (each a “Product Site”). During the term of the Sublicense Agreement, Sublicensor grants to Sublicensee a non-transferable, non-sublicensable (except as permitted in Section 2.10), [nonexclusive/exclusive] and restricted license in the Territory to (i) use the domain name, ___for the Product Site, and (ii) refer to the URL on Licensed Products and on their packaging or Promotional Material.

          (a) The “About Sublicensee,” “Contact Us” or equivalent section of each Product Site shall be reasonably prominent and shall identify Sublicensee as the contact and shall contain the following statement: “The products described on this site are made by or on behalf of [Sublicensee] and use of the [TDK LIFE ON RECORD Logo] is pursuant to a trademark license from [Licensor].”

          (b) The Product Site shall be deemed to be “Promotional Material” for all purposes hereof, and shall be subject to the terms and conditions applicable to Promotional Material under this Sublicense Agreement. Without limiting the generality of the foregoing,

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Sublicensee shall (i) not display or use a hypertext reference link (“Link”) in a manner that causes either the Licensor or a Product Site or any portion of its content to be associated with any advertising or sponsorship not part of such site; (ii) not display or use a Link in a manner that could cause confusion, mistake, or deception; (iii) display disclaimers on the Product Site pursuant to the Quality Guidelines; and (iv) maintain and enforce terms of use and other policies applicable to the Product Site that are commercially reasonable.

          (c) Sublicensee shall have no rights to register the URL for the Product Site; all rights with respect to registration and enforcement of such rights, as between Sublicensor and Sublicensee, reside with Sublicensor.

ARTICLE III

QUALITY CONTROL

     As an express condition to, and in material consideration for, the licenses granted to Sublicensee hereunder, Sublicensee expressly agrees to the following restrictions as to its use of the Licensed Trademarks:

     3.1 Trademark Guidelines. Sublicensee shall not use, reproduce or display any Licensed Trademark in any manner whatsoever other than as expressly authorized in the quality control guidelines for the Licensed Trademarks (“Quality Guidelines”), including guidelines regarding how each Licensed Trademark is used, presented and displayed (“Display”). Notwithstanding anything to the contrary, the requirements of this Section 3.1 shall not apply to existing inventory of Licensed Products or to existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark, in each case that Licensee is permitted to use pursuant to Section 2.2 (which shall be used in the form transferred as of the Effective Date, without alteration). The Quality Guidelines shall consist of two elements: guidelines related to Display (such guidelines shall be contained in a “Logo Manual”) and guidelines regarding the nature and quality of products and services associated with the Licensed Trademark (such guidelines shall be contained in a “Quality Manual”). The initial Quality Guidelines are attached as Exhibit [G(II)-]3. Sublicensee shall promptly cure any breach of the Quality Guidelines upon notice from Sublicensor or from Licensor, provided that Sublicensee shall have a reasonable time to comply with Updates (as defined below), including a reasonable amount of time to exhaust existing inventories of Promotional Material, packaging, and Licensed Product, except that Sublicensee shall not have rights to exhaust existing inventories if such inventories are in material noncompliance with the previous Quality Guidelines or if the existing Licensed Products (or use or distribution thereof) would violate any applicable law. Notwithstanding anything to the contrary in this Section 3.1, if Sublicensee purchases products covered by the Supply Agreement from third parties as permitted under the terms of the Supply Agreement, Sublicensee shall not be in breach of provisions of the Quality Manual to the extent that such Quality Manual refers to standards or specifications that are not performance or quality-related specifications (e.g., the use of Licensor dye #25 in describing a color or other requirements for the product not tied to the performance of the product), provided that Sublicensee shall comply with the Logo Manual. Sublicensee acknowledges that the Quality Guidelines may be updated pursuant to the Brand License Agreement (“Updates”) and Sublicensee shall comply with such Updates.

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     3.2 Conduct of Business. Sublicense shall use the Licensed Trademarks in a manner that does not derogate Licensor’s rights in the Licensed Trademarks or the value of the Licensed Trademarks, and shall take no action that would interfere with, diminish or tarnish those rights or value.

     3.3 Cooperation. Sublicense shall cooperate fully with Sublicensor and Licensor in enabling Licensor to ascertain that the Licensed Products other than those existing inventories of Licensed Products that Licensee is permitted to use pursuant to Section 2.2 meet Licensor’s quality standards. Such cooperation shall include, upon request, providing Sublicensor or Licensor promptly with data regarding communications from third parties regarding the quality of specific Licensed Products, providing Sublicensor or Licensor with names and addresses of vendors and suppliers producing Licensed Products or components thereof to be sold under a Licensed Trademark, and providing Sublicensor or Licensor with access to product packaging and distribution facilities for such products for reasonable inspection by Licensor.

     3.4 Cessation of Licensed Product Sales; Recall. Sublicensor or Licensor shall have the right to request that Sublicensee immediately cease selling a Licensed Product, or revise or cease use of any or all Promotional Material, and Sublicensee shall promptly comply, upon written notice to Sublicensee if the condition of such Licensed Product or Promotional Material could reasonably be expected to materially and adversely affect Licensor’s business or reputation. For the avoidance of doubt, if there is a reasonable basis for believing that a product poses a danger to person or property, such product shall be considered a product that could be reasonably expected to materially and adversely affect Licensor’s business or reputation. Further, Sublicensor or Licensor shall have the right to request a product recall if there is a reasonable basis for believing that the product or category of products poses a danger to person or property, and Sublicensee shall promptly comply upon written notice of such request. If Sublicensee wishes to resume sale of a product, Licensor shall have the right to approve such resumption.

     3.5 Samples. Sublicensee shall submit to Sublicensor or Licensor upon reasonable request, specimens of uses of the Licensed Trademarks, including: (a) representative products that will bear any Licensed Trademark or be marketed, promoted, advertised, distributed or sold using any Licensed Trademark; and (b) samples of all Promotional Material. If, after review of such materials or samples, Sublicensor or Licensor is concerned about compliance with any aspect of this Sublicense Agreement, Sublicensee shall provide such additional materials and samples as Sublicensor or Licensor may reasonably request. If Sublicensor or Licensor discovers any improper use of the Licensed Trademarks in any such submission, Sublicensee shall remedy the improper use immediately upon written notice. Notwithstanding anything to the contrary, the requirements of this Section 3.5 shall not apply to existing inventory of Licensed Product or to existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark, in each case that Licensee is permitted to use pursuant to Section 2.2.

     3.6 Inspections. In addition to Section 3.3, Sublicensee shall cooperate with Sublicensor or Licensor to ensure that quality standards applicable to Licensed Products other than those existing inventories of Licensed Products acquired pursuant to Section 2.2 are met by permitting Sublicensor or Licensor to inspect only those manufacturing and other facilities

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directly related to the manufacture of Licensed Products, upon reasonable notice and no more than once a year, and only in a manner that will not unreasonably interfere with Sublicensee’s business activities, provided that Sublicensor shall arrange for and accompany Licensor on any inspections to third-party facilities.

     3.7 Standards Compliance. If Sublicensee publicly states that any Licensed Product is compliant with any applicable industry standard, Sublicensee shall ensure that such Licensed Product is fully compliant with all mandatory requirements of such standard, except for compliance with such applicable industry standards for which Licensor is responsible under the Supply Agreement. For the avoidance of doubt, any use of a logo or trademark associated with an industry standard (e.g., the logo “DVD” or “Blu-ray”) shall be deemed a public statement that the Licensed Product is compliant with the applicable industry standard.

ARTICLE IV

EFFECTIVENESS; TERM, SUSPENSION AND TERMINATION

     4.1 Effectiveness; Term. This Sublicense Agreement shall become effective on ___ (the “Effective Date”), and shall continue in full force and effect unless and until terminated as provided in this Article IV, for the term of the licenses specified in Section 2.1.

     4.2 Suspension. The license granted in this Sublicense Agreement shall be suspended, as to any Licensed Product or any territory, immediately and automatically upon suspension of Sublicensor’s license to such Licensed Product or territory under the Brand License Agreement without any notice or any other act by any party hereto or Licensor.

     4.3 Termination if Either Party Ceases to be Qualified Entity. This Sublicense Agreement shall be terminated immediately and automatically effective immediately if either Sublicensor or Sublicensee ceases to be a Qualified Entity without any notice or any other act by any party hereto or Licensor.

     4.4 Termination for Cause. Sublicensor shall have the right to terminate this Sublicense Agreement upon written notice in the event of Sublicensee’s material breach that remains uncured for a period of [___] days after Sublicensor provides written notice thereof.

     4.5 Other Terminations. This Sublicense Agreement shall be terminated immediately and automatically upon termination of the Brand License Agreement without any notice or any other act by any party hereto or Licensor.

     4.6 Effect of Termination.

          (a) Termination of License: Upon termination of this Sublicense Agreement for any reason, subject to Section 4.6(b), all rights and licenses granted hereunder shall immediately terminate (and Sublicense shall cease all use of the Licensed Trademarks), provided that Sublicensee may use the Licensed Trademarks (i) for historical reference, including to keep records and other historical or archived documents (including customer contracts and/or marketing materials) containing or referencing the Licensed Trademarks and to refer to the

G(II)-9

historical fact that Sublicensee previously used the Licensed Trademarks, but not, for the avoidance of doubt, for marketing, promotion, advertisement, distribution, lease or sale of Licensed Products, and (ii) in any manner permitted under applicable law.

          (b) Use Up Rights: Upon any termination of this Sublicense Agreement, to the extent permitted by Sublicensor under the Brand License Agreement and as applicable, Sublicensee shall have the right to continue to (i) sell and/or otherwise dispose of any Licensed Products bearing a Licensed Trademark which are on hand or in process, and (ii) use the Licensed Trademarks on existing stocks of packaging, Promotional Material, and other documents and materials related to the Licensed Products in connection with sales permitted pursuant to the preceding clause (i), provided that such rights shall not exceed one hundred eighty (180) days following termination of this Sublicense Agreement.

          (c) Survival: The following provisions shall survive the termination of this Sublicense Agreement: 4.6, 5.1, 5.3, 5.4, and 5.5.

ARTICLE V

MISCELLANEOUS

     5.1 Third Party Beneficiary. Sublicensee agrees that Licensor is an intended third party beneficiary of this Sublicense Agreement and shall have the right to enforce any and all obligations of Sublicensee under this Sublicense Agreement to the same extent as if Licensor were a party to such agreement, provided that such right shall only apply to Licensor to the extent that such obligations are contained in the version of the Sublicense Agreement attached to Exhibit G of the Brand License Agreement or related to Sublicensor’s compliance with such version of the Sublicense Agreement and such right shall not extend to any additional obligations imposed on Sublicensee by Sublicensor either in this Sublicense Agreement or elsewhere.

     5.2 No Assignment or Transfer. Sublicensee shall not, and shall not have the right to, assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Sublicense Agreement or any of its rights or obligations under this Sublicense Agreement. Except as expressly provided herein, any purported assignment, sale, transfer, sublicense, delegation or other disposition by any Sublicensee shall be null and void.

     5.3 Injunctive Relief. Sublicensee acknowledges that a breach of its obligations under this Sublicense Agreement, including the obligations set forth in Sections 2.3, 2.5 and Article III, may cause Licensor irreparable damage. Accordingly, Sublicensee agrees that in the event of such breach or threatened breach, in addition to remedies at law, Licensor shall have the right to seek injunctive or other equitable relief, without the necessity of posting any bond or other security, to prevent Sublicensee’s violations of its obligations hereunder.

     5.4 Governing Law. This Sublicense Agreement is to be construed in accordance with and governed by the internal laws of the State of New York without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties.

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     5.5 Consent to Jurisdiction.

          (a) Sublicensee hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of New York, New York County, for the purposes of any suit, action or other proceeding arising out of this Sublicense Agreement (agrees that no such action, suit or proceeding relating to this Sublicense Agreements shall be brought by it or any of its affiliates except in such courts). Sublicensee irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Sublicense Agreement in such courts or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

          (b) Sublicensee further agrees that service of any process, summons, notice or document by U.S. registered mail to such person’s respective address set forth above shall be effective service of process for any action, suit or proceeding in the state and federal courts located in the State of New York, New York County, with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding clause (a). In addition, Sublicensee irrevocably and unconditionally waives application of the procedures for service of process pursuant to the Hague Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters.

          (c) Sublicensee hereby irrevocably waives any right it may have, and agrees not to request, a jury trial for the adjudication of any dispute hereunder or in connection herewith or arising out of this Sublicense Agreement.

     5.6 Export/Import Compliance. Sublicensee shall ensure that the sale, distribution, export and import of Licensed Products by Sublicensee comply in all cases with all applicable export and/or import laws of the jurisdiction in which such sales, distribution, export or import occur, including, the Wassenaar Arrangement on Export Controls for Conventional Arms and Dual-Use Goods and Technologies and the Foreign Exchange and Foreign Trade Law of Japan.

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     IN WITNESS WHEREOF, the parties hereto have caused this Sublicense Agreement to be executed as of the date first set forth above.

SUBLICENSOR:
By:
	Name:
	Title:
SUBLICENSEE:
By:
	Name:
	Title:

G(II)-12

EXHIBIT H

ADDITIONAL LICENSED DOMAIN NAMES

^**

^** The appearance of a double asterisk denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

H-1

EXHIBIT I

EXISTING PROGRAMS

^**

^** The appearance of a double asterisk denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

-1-

EX-10.4

Exhibit 10.4

SUPPLY AGREEMENT

     This SUPPLY AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of July, 2007 (the “Effective Date”) by and between IMATION CORP., a corporation organized under the laws of Delaware, USA (“Imation”), and TDK CORPORATION, a corporation organized under the laws of Japan (“TDK”).

     WHEREAS, Imation and TDK have entered into a certain Acquisition Agreement dated as of April 19, 2007 (the “Acquisition Agreement”), whereby Imation has agreed to purchase TDK’s sales, service and support functions for Removable Recording Media Products;

     WHEREAS, the Acquisition Agreement provides that Imation and TDK will enter into an agreement pursuant to which TDK will supply Imation and its Subsidiaries with their requirements of the Products (as defined herein); and

     WHEREAS, Imation and TDK agree to enter into such an agreement on the terms and conditions set forth below.

     NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, Imation and TDK agree as follows:

1. Definitions

     1.1 Certain Defined Terms. The following terms, when used in capitalized form in this Agreement, will have the meanings set forth below:

     “OUS License” means the Trademark License Agreement entered into by IMN Data Storage Holdings C.V., a Dutch private limited partnership, and TDK concurrently with the execution of this Agreement.

     “Products” means the finished goods and other products listed on Exhibit I, as such exhibit may be amended from time to time in accordance with Sections 2.3 and 3.3 or otherwise by mutual agreement of Imation and TDK.

     “Product Specifications” means the specifications for the Products as may be amended, modified or supplemented in accordance with this Agreement. The initial Product Specifications are attached to this Agreement as Exhibit V.

     “TDK Brand License” means the Trademark License Agreement entered into by Imation and TDK concurrently with the execution of this Agreement.

     “TDK Product Category” means any category of Removable Recording Media Products and Accessory Products listed on Exhibit VII.

** The appearance of a double asterisk denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

     “TDK Trademark” means any trademark of TDK that is a Licensed Trademark, as such term is defined in the TDK Brand License.

     1.2 Other Defined Terms; Interpretation and Usage. All other capitalized terms used but not defined in this Agreement, but defined in the Acquisition Agreement, will have the meanings assigned to them in the Acquisition Agreement. Interpretation and usage of terms will be as set forth in the Acquisition Agreement.

2. Supply and Purchase Commitments

     2.1 Supply Commitment. TDK will use commercially reasonable efforts to supply Products to Imation and its Subsidiaries as set forth in Section 4 during the term of this Agreement. For the avoidance of doubt, TDK’s supply commitment under this Section 2.1, Section 4 and otherwise under this Agreement will not require building or acquiring manufacturing capacity or holding inventory.

     2.2 Exclusivity. TDK will not, and will cause its Subsidiaries not to, sell any Product to third parties for resale under any trademarks of TDK or any of its Affiliates for so long as Imation is purchasing such Product from TDK; provided, however, that commencing on the fifth (5^th) anniversary of the Effective Date TDK or any of its Subsidiaries may sell any Product to third parties for resale under any trademarks of TDK or any of its Affiliates that are not a TDK Trademark or confusingly similar to a TDK Trademark (collectively, “Other TDK Trademarks”). In the event that TDK sells a Product under such Other TDK Trademarks after such fifth (5^th) anniversary, Imation’s purchase commitment under Section 2.3 shall no longer apply with respect to such Product. For the avoidance of doubt, TDK may supply any Products hereunder to third parties for resale under a third-party brand and this Section 2.2 shall not limit or otherwise modify any rights of Imation under the Acquisition Agreement or the Brand License Agreement.

     2.3 Purchase Commitment. Imation will, and will cause each of its Subsidiaries to, purchase from TDK all of its respective requirements for Removable Recording Media Products and Accessory Products that: (i) are in any of the TDK Product Categories, (ii) are to be sold under any TDK Trademark, and (iii) TDK is able to supply with prices, delivery performance and features that are competitive with the prices, delivery performance and features of comparable Removable Recording Media Products and Accessory Products that Imation and its Subsidiaries can purchase from a third party. Any Removable Recording Media Product and Accessory Products subject to the purchase commitment set forth in this Section 2.3, will automatically be deemed and become a Product, and, if necessary, the parties will promptly amend Exhibit I consistent herewith. For purposes of this Section 2.3, “delivery performance” means on-time shipment in accordance with this Agreement.

3. Product Changes

     3.1 Modifications. TDK may not change the form, fit or function of a Product Imation is purchasing from TDK without the prior written consent of Imation, which consent may not be unreasonably withheld or delayed. For the avoidance of doubt, Imation may not withhold or delay consent if TDK proposes a change for the purpose of addressing a Product’s actual or potential infringement of third party rights, to address safety issues or concerns, or to comply with applicable regulatory requirements; and TDK agrees to use commercially reasonable efforts to minimize any adverse effect of the proposed change. TDK will notify Imation in advance of, and discuss with Imation, any such change in process or materials that could materially and adversely affect the performance of a Product Imation is purchasing from TDK. The parties may agree, from time to time, upon reasonable additional standards and tests to be performed by TDK for any change in process or materials. TDK will use commercially reasonable efforts to discuss with Imation in advance the specifications for any new version of a Product Imation is purchasing from TDK or any new Removable Recording Media Product or Accessory Product in any of the TDK Product Categories and that TDK intends to make generally available for sale to its customers. Except as set forth in Section 2.2, nothing in this Agreement shall restrict TDK from commercializing a new version of a Product or a new product.

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     3.2 Discontinued Products. TDK may discontinue a Product Imation is purchasing from TDK upon not less than one hundred twenty (120) days’ written notice to Imation; provided that Imation and its Subsidiaries will have the right to issue a final Purchase Order of the discontinued Product during such period and on such other terms and conditions as are mutually agreed upon between the parties. Such final Purchase Order will be firm, at a fixed price and non-cancelable, and will provide for shipment no later than one (1) year after the order date set forth therein. Products ordered will be non-returnable except as provided in Section 6.2 or 9.3.

     3.3 New Products. In the event that (i) Imation or any of its Subsidiaries intends to sell a Removable Recording Media Product under a TDK Trademark that is not in a TDK Product Category (the “New Product”), and (ii) it is commercially reasonable for TDK to supply the New Product (for the avoidance of doubt, as of the Effective Date, it would not be commercially reasonable for TDK to supply flash drives and cards, DVD discs, and HD DVD discs, although any of these may change over time depending on the future direction of TDK), then TDK will have the exclusive right of first negotiation and refusal to supply the New Product as follows: Imation will in good faith and promptly notify TDK in writing of its intention to sell the New Product, provide TDK with draft specifications for the New Product and consult with TDK with respect to the intended market and specifications (the “New Product Specifications”) for the New Product and with respect to other matters relating to its commercialization. Once Imation has completed the New Product Specifications, Imation will deliver them to TDK, and (i) TDK will have the exclusive right to elect whether to supply the New Product to Imation and will exercise such right as promptly as commercially reasonable but not later than thirty (30) days after TDK’s receipt of the New Product Specifications; (ii) starting upon TDK’s receipt of the New Product Specifications, the parties then will negotiate in good faith and exclusively a price for the New Product that is competitive; and (iii) TDK will provide a commercialization schedule that is competitive. If TDK elects not to supply the New Product, the parties in good faith are unable to agree on such price for the New Product within sixty (60) days after the date on which TDK received the New Product Specifications or TDK does not provide a commercialization schedule that is competitive within sixty (60) days after the date on which TDK received the New Product Specifications, then Imation may make other arrangements for supply of such New Products. Otherwise, the New Product will become subject to the supply and purchase commitments set forth in Article 2. Nothing in this Section 3.3 will prevent either party from entering into a written joint development agreement with a third party to develop a new product, and Imation shall not be required to buy a New Product from TDK if (i) joint development of the specific New Product under such agreement requires at least a twelve (12)-month period prior to commercial launch and (ii) either (x) Imation manufactures the New Product itself and does not outsource the manufacture of such New Product to any third party or (y) Imation is required under the joint development agreement to have the New Product manufactured by the other party to the joint development agreement.

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4. Purchase Orders and Forecasts

     4.1 Forecasts.

          (a) To allow TDK to schedule production and control costs, Imation will provide in good faith to TDK a rolling forecast of Products that Imation and its Subsidiaries expect to purchase from TDK for shipment over the next six (6) months, specifying the quantities of Product to be purchased on: (i) a weekly basis for the first month of such forecast and a monthly basis for the remaining five (5) months of such forecast; and (ii) a Product-by-Product and region-by-region basis with respect to each such month and week (the “Rolling Forecast”). Imation will endeavor to deliver each such Rolling Forecast to TDK by the seventh (7^th) day of the month preceding the period covered by such Rolling Forecast. The Rolling Forecast will be non-binding except as provided in Sections 4.1(b) and 4.1(c).

          (b) Imation will be obligated to purchase from TDK in any month (the “Purchase Month”) a quantity of a particular Product for a particular region (the “Forecasted Product”) equal to the highest of the following:

               (i) ^** percent (^**%) of the quantity of Forecasted Products previously forecasted for the Purchase Month in the Rolling Forecast that was two-prior to the then-current and timely submitted Rolling Forecast (the “Current Rolling Forecast”) (i.e., when the Purchase Month was the third (3^rd) month of a preceding Rolling Forecast);

               (ii) ^** percent (^**%) of the quantity of Forecasted Products previously forecasted for the Purchase Month in the Rolling Forecast prior to the Current Rolling Forecast (i.e., when the Purchase Month was the second (2^nd) month of a preceding Rolling Forecast); and

               (iii) ^** percent (^**%) of the quantity of Forecasted Products forecasted for the Purchase Month in the Current Rolling Forecast (i.e., when the Purchase Month is the first (1^st) month of the Current Rolling Forecast).

          (c) TDK will be obligated to supply to Imation in the Purchase Month a quantity of the Forecasted Products equal to the lowest of the following:

               (i) ^** percent (^**%) of the Forecasted Products previously forecasted for the Purchase Month in the Rolling Forecast that was two-prior to the Current Rolling Forecast (i.e., when the Purchase Month was the third (3^rd) month of a preceding Rolling Forecast);

               (ii) ^** percent (^**%) of the quantity of Forecasted Products previously forecasted for the Purchase Month in the Rolling Forecast prior to the Current Rolling Forecast (i.e., when the Purchase Month was the second (2^nd) month of a preceding Rolling Forecast); and

** The appearance of a double asterisk denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

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               (iii) ^** percent (^**%) of the quantity of Forecasted Products forecast for the Purchase Month in the Current Rolling Forecast (i.e., when the Purchase Month is the first (1^st) month of the Current Rolling Forecast).

          (d) Imation also will provide in good faith to TDK a non-binding twelve (12)-month forecast for Products to be purchased by Imation and its Subsidiaries as part of Imation’s operational planning process in December of each year.

     4.2 Purchase Orders.

          (a) Imation will, and will cause each of its Subsidiaries to, order Products by submitting purchase orders for each forecasted week of the Purchase Month (each, a “Purchase Order”) to TDK no later than two (2) weeks in advance of such forecasted week. Each Purchase Order will specify the type and quantity of Products to be purchased and the requested shipment dates. After receiving a Purchase Order, TDK will issue a confirmation to such Purchase Order (each, a “Purchase Order Confirmation”) no later than five (5) days in advance of such forecasted week. Each Purchase Order Confirmation will: (i) confirm the shipment date requested by Imation or its Subsidiary, as the case may be, or an earlier shipment date or, to the extent TDK is unable to ship by the shipment date requested by Imation or its Subsidiary, as the case may be, and subject TDK’s obligations in Section 4.6, specify the earliest date on which TDK is able to ship; and (ii) confirm the quantities requested by Imation or its Subsidiary, as the case may be, or, if TDK is unable to supply the quantities requested by Imation or its Subsidiary, as the case may be, and subject TDK’s obligations in Section 4.6, specify the quantities which TDK is able to supply. TDK will use commercially reasonable efforts based on lead time and other factors to ship by the shipment date requested by Imation or its Subsidiary, as the case may be; provided, that if TDK fails to ship any Products in accordance with TDK’s minimum supply commitment as set forth in Section 4.1(c) and such failure is not due in whole or in part to Imation or its Subsidiaries, including as a consequence of a Supply Constraint Situation pursuant to Section 4.6, the price for such Products shall be the lower of (i) the price of such Products on the relevant Purchase Order date, and (ii) the price of such Products applicable on the date such Products are actually shipped. In addition, TDK will use commercially reasonable efforts to supply any quantities specified in a Purchase Order that are in excess of TDK’s minimum supply commitment for the relevant week as set forth in Section 4.1(c). Once issued, a Purchase Order Confirmation will be binding upon both parties except as provided in Section 4.4.

          (b) Except as otherwise agreed in writing by Imation and TDK, all sales of Products shall be governed by the terms of this Agreement and such terms shall not be varied or supplemented by any terms contained in any Purchase Order or Purchase Order Confirmation or by any course of dealings between TDK and Imation or any of its Subsidiaries with respect to supply and purchase of Products hereunder. Any Purchase Order from any of Imation’s Subsidiaries shall be deemed to be on behalf of Imation and such Purchase Order shall not create any obligation on, or duty of, TDK to such Subsidiary.

     4.3 Late Shipment. TDK will notify Imation or its Subsidiary in writing if TDK has any reason to believe that it will be unable to fully supply the quantities of Products which TDK is obligated to supply in any month. If a shipment is delayed, the parties will discuss in good faith whether expedited shipment is necessary based on Imation’s or its Subsidiaries’ commitments to customers, availability of inventory and other factors. If the parties agree that expedited shipment is necessary and applicable, TDK will be responsible for the incremental cost of such expedited shipment.

^** The appearance of a double asterisk denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

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     4.4 Rescheduling Orders. Imation and its Subsidiaries will have the right to reschedule the shipment date of any Purchase Order not later than five (5) days prior to the scheduled shipment date; provided that (i) Imation may reschedule the shipment date of any Purchase Order no more than two (2) times, (ii) any re-scheduled shipment date, whether re-scheduled from the original or a re-scheduled shipment date, will occur no later than three (3) months in the aggregate after the original shipment date of such Purchase Order and (iii) the pricing and payment terms, as determined in accordance with Section 5, as of, and applicable to, the original scheduled shipment date of such Purchase Order will continue to apply notwithstanding any rescheduled shipment date. Any further rescheduling will be subject to the written agreement of the parties.

     4.5 Shipment. Delivery will be CIF (INCOTERMS 2000) to the port specified in the Purchase Order, provided that delivery to any port not listed on Exhibit IV will be subject to written agreement of the parties (and a Purchase Order specifying any such port will not be deemed binding until such agreement is reached). Title will pass from TDK to Imation or its Subsidiary, as the case may be, when risk of loss passes. Any change from the foregoing delivery terms will be subject to the written agreement of the parties.

     4.6 Supply Constraints. “Supply Constraint Situation” means a shortage of supply, components, materials or capacity affecting the supply of the Products or a particular Product that (a) is industry- or sector-wide, or (b) is caused by demand from TDK’s internal or external customers (including but not limited to Imation and its Subsidiaries). TDK will give Imation reasonable notice of any Supply Constraint Situation that may affect the supply of Products to Imation or any of its Subsidiaries which TDK has an obligation to supply under Section 4.1(c) (the “Supply Constraint Product”). TDK will use commercially reasonable efforts to give priority to orders for Supply Constraint Products other than those that are LTO Products from Imation and its Subsidiaries over orders from TDK’s other customers, subject to pre-existing commitments by TDK, during a Supply Constraint Situation; provided that Imation and its Subsidiaries, in the aggregate, are the largest customer of TDK by revenue and volume for the Supply Constraint Product in the six (6)-month period preceding TDK’s notice of a potential Supply Constraint Situation. Imation may, upon reasonable advance written notice to TDK, request that TDK allocate a Supply Constraint Product among Imation and its Subsidiaries; provided, that the total allocation for Imation and its Subsidiaries will not be increased or decreased thereby. In the event of a Supply Constraint Situation which is not caused in significant part by demand from Imation and its Subsidiaries, (i) the parties will negotiate in good faith a plan to alleviate the Supply Constraint Situation, including without limitation extending shipment dates, prioritizing certain Purchase Orders for the Supply Constraint Product and similar actions and (ii), if the parties are unable to agree upon such a plan with respect to such Supply Constraint Product, Imation will have a right to the extent TDK is unable to meet its commitments under Section 4.1(c) to purchase Supply Constraint Products from third parties for the duration of the Supply Constraint Situation and a reasonable transition period thereafter. Notwithstanding anything else in this Agreement or otherwise, the above priority and right to purchase Supply Constraint Products from a third party will be Imation’s sole remedy and TDK’s sole liability for shipment delays and failure to supply any Product during a Supply Constraint Situation and all of TDK’s obligations under this Agreement shall be expressly subject to the terms and conditions set forth in this Section 4.6.

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5. Pricing

     5.1 Product Prices. From the Effective Date through September 30, 2007, TDK will sell the Products to Imation and its Subsidiaries at the prices set forth on Exhibit II (the “Initial Product Prices”). Thereafter, the parties will determine the prices of the Products in accordance with the pricing methodology set forth on Exhibit III.

     5.2 Post-Effective Date Adjustment to Initial Product Prices

          (a) Imation will have the right to have its independent accountants inspect, upon reasonable advance notice and during normal business hours for a period of not more than twenty (20) Business Days after the Effective Date, TDK’s accounts and other records solely for the purpose of confirming that the Initial Product Prices were determined materially in accordance with the pricing methodology set forth on Exhibit II. Subject to Imation and its independent accountants’ agreement to abide by reasonable confidentiality covenants, TDK shall make its accounts and other records used in preparing the Initial Product Prices available to Imation’s independent accountants at reasonable times and upon reasonable notice in connection with the resolution by Imation and TDK of any objections to the Initial Product Prices.

          (b) If Imation has any objections to the Initial Product Prices based on the review of its independent accountants, Imation will deliver a written statement describing in reasonable detail such objections to TDK within thirty (30) days of the Effective Date. Imation and TDK shall attempt in good faith to resolve any such objections. If Imation and TDK do not reach a resolution of all objections within thirty (30) days after TDK has received a statement of objections from Imation, they shall submit the issues to the Strategic Relationship Committee for resolution.

          (c) If the Strategic Relationship Committee does not resolve all Imation’s objections to the Initial Product Prices within thirty (30) days of submission of the objections by either party to the Strategic Relationship Committee, then the parties shall submit the unresolved issues to Deloitte Touche Tohmatsu (the “Independent Accountants”) for resolution. The Independent Accountants shall be directed to determine whether Imation’s objections would require any change to the Initial Product Prices in accordance with the pricing methodology set forth on Exhibit II. The parties shall provide to the Independent Accountants, within twenty (20) Business Days after its retention, a definitive statement of the position of each party with respect to each unresolved objection and shall advise the Independent Accountants that the parties accept the accounting firm as the appropriate Person to interpret this Agreement for all purposes relevant to the resolution of the unresolved objections. Subject to reasonable confidentiality covenants, TDK shall provide the Independent Accountants access to the books, records, accounts and other records to the extent used in preparing the Initial Product Prices to the extent necessary to resolve any unresolved objections. The parties shall request the Independent Accountants to carry out a review of the unresolved objections and prepare a written statement of its determination regarding each unresolved objection together with its calculation of the Final Initial Product Prices (as defined below) based on its resolution of the parties’ objections (the “Independent Accountant’s Determination”) within thirty (30) days. The Independent Accountant’s Determination shall be set forth in writing and shall be conclusive and binding upon the parties. If Imation and TDK submit any unresolved objections to the Independent Accountants for resolution as provided in this section, (i) each of the parties shall bear its own costs and expenses and (ii) the fees and expenses of the Independent Accountants shall be borne equally by the parties.

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          (d) After the date on which the final Initial Product Prices (the “Final Initial Product Prices”) shall have been finally determined pursuant to this Section 5.2:

               (i) Within seven (7) days the parties will revise Exhibit II to reflect the Final Initial Product Prices;

               (ii) If any of the Final Initial Product Prices exceeds the Initial Product Price for the corresponding Product and Imation or its Subsidiaries has paid TDK any amounts based on such Initial Product Price, within thirty (30) days Imation will pay to TDK an amount equal to the difference between (a) the aggregate amount Imation and its Subsidiaries would have paid based on the Final Product Prices and (b) the aggregate amount paid by Imation and its Subsidiaries based on the Initial Product Prices; and

               (iii) If any of the Final Initial Product Prices is less than Initial Product Price for the corresponding Product and Imation or its Subsidiaries has paid TDK any amounts based on such Initial Product Price, within thirty (30) days TDK shall pay to Imation an amount equal to the difference between (a) the aggregate amount paid by Imation and its Subsidiaries based on the Initial Product Prices and (b) the aggregate amount Imation and its Subsidiaries would have paid based on the Final Product Prices.

     5.3 Delivery Costs. All prices will be delivery CIF (INCOTERMS 2000) to the port named by Imation or its Subsidiary, as the case may be, in the applicable Purchase Order forwarded pursuant to Section 4.2. If Imation or any of its Subsidiaries requests delivery to a port other than those listed on Exhibit IV, then Imation or such Subsidiary will be responsible for any additional export, shipping, insurance and other costs that are in excess of the cost of delivery CIF (INCOTERMS 2000) to the nearest port listed on Exhibit IV; provided, that Imation may designate two (2) of the five (5) ports listed on Exhibit IV for Mexico, Central America and South America (collectively, “Latin America”) as Imation’s primary ports in Latin America (the “Primary Latin American Ports”), and only the Primary Latin American Ports will be considered to be ports listed in Exhibit IV for purposes of allocating the costs of delivery under this Section 5.3. The Primary Latin American Ports will be Buenos Aires, Argentina, and Vitoria, Brazil, on the Effective Date. From time to time, Irene may change the Primary Latin American Ports to different Latin American ports listed on Exhibit IV by written notice to Titan, which notice will be effective as the first day of the month following delivery of the notice. Imation shall, and shall cause its Subsidiaries to, use good faith commercial efforts to request in a Purchase Order that any single shipment to any particular port in Latin America or the United States be in container or greater quantities, to the extent consistent with business circumstances. If, at any given time, the monthly quantities of Products being delivered to Latin America merit consideration of increasing the number of Primary Latin American Ports, Imation and TDK shall consider in good faith a request from Imation to increase the number of Primary Latin American Ports to a maximum of five (5).

     5.4 Resale Prices. Imation and its Subsidiaries will be solely responsible for determining their resale prices for the Products.

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     5.5 Payment. TDK will invoice Imation or its Subsidiaries for Products shipped under this Agreement at the time of shipment. Unless otherwise agreed, invoices shall be payable in U.S. Dollars within ninety (90) days after the date of shipment. In addition to and not in lieu or limitation of any other remedies TDK may have, if Imation fails to pay invoices when due under this Agreement TDK may request and the Strategic Relationship Committee will consider in good faith imposing on Imation additional terms, including but not limited to interest for late payments, reduced payment periods for future shipments, suspensions of shipment and other potential remedies.

     5.6 Taxes.

          (a) The Product prices, as determined by the parties in accordance with Exhibit III, are exclusive of, and Imation shall pay, any present or future national, state or local sales, use, excise or similar tax, levy, impost, fee, assessment, deduction, charge or foreign shipping charges, including without limitation forwarding, agent or brokerage fees, consular invoices, document fees and duties imposed on any payment by any taxing or other authority (any of the foregoing charges, a “Tax”), except to the extent of TDK’s obligation to pay any Taxes according to delivery CIF (INCOTERMS 2000) to the port named by Imation or its Subsidiary, as the case may be, in the applicable Purchase Order forwarded pursuant to Section 4.2.

          (b) Any amounts payable under any provision of this Agreement by Imation and its Subsidiaries shall be paid without deduction or withholding for or on account of any Taxes. If Imation or its Subsidiary is required by law to deduct or withhold any Tax from or in respect of any amount payable hereunder to TDK other than Taxes payable by TDK under this Agreement: (i) Imation or such Subsidiary shall pay the relevant taxing or other authority the minimum amount necessary to comply with the applicable law; (ii) Imation or such Subsidiary shall make such payment prior to the date on which interest or penalty is attached thereto; and (iii) the amount payable hereunder shall be increased as may be necessary so that after Imation or such Subsidiary makes all required deductions or withholdings, TDK shall receive an amount equal to the amount it would have received had no such deductions or withholdings been made.

          (c) Neither TDK, on the one hand, nor Imation and its Subsidiaries, on the other hand, shall be responsible for taxes assessed on the other party’s net income.

6. Quality

     6.1 Inspection. TDK will use commercially reasonable efforts to inspect and sort all Products and ship to Imation Products conforming to all applicable warranties. Imation, however, reserves the right to inspect, upon reasonable advance notice and during normal business hours a reasonable number of times per year and subject to reasonable confidentiality and other restrictions, TDK’s facilities for manufacturing the Products.

     6.2 Acceptance. Imation, and any Imation Subsidiary ordering Products hereunder, will have the right, at its expense, to inspect and test units of the Products for a period of forty-five (45) days beginning on delivery by TDK at the CIF point (the “Acceptance Period”) and to accept or reject, on a per-unit basis, the Products based on whether the Products comply with the warranties set forth in Section 9. Imation will be deemed to have accepted the Products unless TDK receives written notice of rejection, specifying the units rejected and the basis therefore, within the Acceptance Period; provided that acceptance by Imation or its Subsidiaries under this Section 6.2 will not constitute a waiver of the warranties and remedies in Section 9. If Imation rejects non-conforming Products, the parties will determine by mutual agreement whether credit, repair or replacement is the appropriate remedy. Any return of non-conforming goods by Imation as provided in the foregoing will be via TDK’s return materials authorization (“RMA”) process. TDK will bear all costs of transportation and risk of loss for shipment of nonconforming Products to and from Imation or its Subsidiaries and Imation will bear all other costs of transportation and risk of loss for shipment of conforming Products to and from Imation or its Subsidiaries.

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     6.3 Quality Management. TDK will participate on a non-binding basis only in Imation’s Total Quality Management programs upon request by Imation. The parties will mutually agree on an initial quality plan implementing such programs (the “Quality Plan”). The parties acknowledge and agree that any quality programs and the Quality Plan, and any criteria, targets and goals in connection with any of the foregoing, are not binding in any way and will not affect in any manner TDK’s obligations in connection with this Agreement or otherwise, including without limitation the warranties set forth in Section 9 and the Product Specifications.

7. Packaging and Labeling

     7.1 Packaging Specifications. All Products sold by TDK to Imation or its Subsidiaries will comply with the labeling, artwork and packaging specifications set forth on Exhibit VI (collectively, the “Packaging Specifications”), which may be amended, modified or supplemented only by mutual written agreement of TDK and Imation. TDK will purchase sufficient quantities of packaging supplies, artwork and/or labeling in order to supply Products in accordance with the Packaging Specifications and agreed lead times. TDK will own all packaging supplies until they are shipped with the Products.

     7.2 Use of Trademarks. TDK and Imation will work together to ensure that the Packaging Specifications will at all times be in compliance with the Quality Guidelines.

8. Product Technical and Customer Support

     TDK will provide third-level technical support, i.e., engineering rather than direct customer or day-to-day Product support.

9. Warranties

     9.1 Compliance with Laws, etc. TDK and Imation each agrees to comply with all laws, regulations, ordinances and rules that pertain to its business. In addition, TDK represents and warrants that Products sold to Imation under this Agreement will have been manufactured and sold in compliance with Restriction of the use of certain Hazardous Substances in electrical and electronic equipment in the European Union (“RoHS”) and certain other laws, regulations, ordinances and rules agreed upon by the parties in writing from time to time (collectively, “Rules”). Upon request, each party will reasonably cooperate with the other regarding compliance with the Rules. TDK will also ensure that the results of any changes or modifications to the Products as permitted under this Agreement will comply with the Rules and TDK will use commercially reasonable efforts to minimize any adverse effect of such change. Imation will not unreasonably withhold its consent to changes or modifications intended to ensure such compliance.

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     9.2 Additional Warranties. TDK represents and warrants that for a period of eighteen (18) months from the date of delivery to the CIF point, the Products (i) are free from material defects in materials and workmanship; and (ii) conform to all Product Specifications and Packaging Specifications. The foregoing warranties shall not apply to any Products that are defective in whole or in part because of: (a) accident, abuse, misuse, negligence, modification, or improper maintenance (including static discharge, improper installation, repair, or accident) except when done by TDK; (b) a product, service or subcomponent (within a Product) that a vendor or supplier required or controlled by Imation or any of its Subsidiaries provides, qualifies, controls, or is otherwise responsible for; or (c) use or storage in an environment other than an environment specified in the Product Specifications.

     9.3 Remedies. If any Product fails to meet the warranties given in this Section 9, TDK will, as agreed with Imation or its Subsidiary, provide a credit for, repair or replace the nonconforming Product within a reasonable time after written notification of the nonconformity and return of the Product via TDK’s RMA process to TDK. TDK will bear all costs of transportation and risk of loss for shipment of nonconforming Products to and from Imation or its Subsidiaries and Imation will bear all other costs of transportation and risk of loss for shipment of conforming Products to and from Imation or its Subsidiaries. Acceptance by Imation or its Subsidiaries of delivery of any Product or payment therefor will not constitute a waiver of any warranty under this Agreement.

     9.4 Disclaimer of Other Warranties. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 9 (WARRANTIES), TDK DOES NOT PROVIDE AND HEREBY DISCLAIMS TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW ALL WARRANTIES (EXPRESS, IMPLIED OR OTHERWISE) RELATING TO THE PRODUCTS, PRODUCT SPECIFICATIONS, OR OTHER INFORMATION PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. IN ADDITION, THE REMEDIES SET FORTH IN THIS SECTION 9 CONSTITUTE THE SOLE AND COMPLETE RIGHTS AND REMEDIES OF IMATION AND ITS SUBSIDIARIES AND SOLE OBLIGATION AND LIABILITY OF TDK FOR BREACH OF THE WARRANTIES IN THIS SECTION 9.

10. Indemnification

     10.1 Product Liability. Each party will indemnify and hold harmless the other party, its Subsidiaries and their respective directors, officers, employees, contract workers and agents against any Loss arising from or relating to any Third-Party Action alleging any injury to or death of any person or damage to or destruction of property resulting from any defect in a Product caused by the indemnifying party’s defective materials or workmanship or negligent, reckless or willful act or omission, but specifically excluding defects caused by a negligent, reckless or willful act or omission of the other party, its Subsidiary or any of their respective employees, contract workers, agents or other representatives.

     10.2 Intellectual Property. TDK will indemnify and hold harmless Imation, its Subsidiaries and their respective directors, officers, employees, contract workers and agents (collectively, “Imation Indemnified Parties”) against any Loss arising from or relating to any Third-Party Action alleging that any Product as supplied by TDK and except with respect to the TDK Trademarks infringes or misappropriates any patent, copyright, trademark, trade secret or other intellectual property right of any third party; provided, however, that TDK will have no indemnification obligation under this Section 10.2: (a) if the alleged infringement or misappropriation is primarily attributable to the designs or specifications of Imation except to the extent that such designs or specifications (i) are TDK’s specifications or designs for the particular Product in question or (ii) are required for compliance with a then-current industry standard established by a recognized standards organization; (b) to the extent that the Third-Party Action arises from or is caused by any modification of a Product by Imation or a third party not authorized by TDK; or (c) to the extent that the Third-Party Action would have been avoided but for the combination, operation, or use of the Product with devices, parts, software or other materials not supplied or approved by TDK. Except to the extent TDK is obligated to indemnify any Imation Indemnified Parties pursuant to this Section 10.2, Imation will indemnify and hold harmless and defend TDK, its Subsidiaries or their respective directors, officers, employees, contract workers and agents against any Loss arising from or relating to any Third-Party Action alleging that any Product supplied by TDK and resold by Imation or its Subsidiaries infringes or misappropriates any patent, copyright, trademark, trade secret or other intellectual property right of any third party.

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     10.3 Claims. The party entitled to be indemnified (the “Indemnified Party”) will give prompt written notice to the party liable for such indemnification (the “Indemnifying Party”) of any Third-Party Action which is reasonably anticipated to give rise to any claim for which indemnification may be required under this Agreement; provided, however, that the failure of the Indemnified Party to provide such notice will not affect the Indemnifying Party’s obligations under this Section 10 if such failure does not materially prejudice the Indemnifying Party. If the Indemnified Party notifies the Indemnifying Party of a Third-Party Action against the Indemnified Party that the Indemnifying Party acknowledges is a Third-Party Action for which it must indemnify the Indemnified Party under this Supply Agreement, the Indemnifying Party will be entitled to assume the defense and control of the Third-Party Action at its own cost and expense; provided, however, that the Indemnified Party (as applicable) will have the right to be represented by its own counsel at its own cost in such matters. Neither Imation nor TDK may concede, settle or compromise any Third-Party Action without the consent of the other party, such consents not to be unreasonably withheld or delayed. Each party will reasonably cooperate with the other party and its counsel in the course of the defense of any the Third-Party Action, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses.

11. Confidentiality

     11.1 Definition. “Confidential Information” means all information disclosed by one party to the other party (the “Recipient”) (in writing, orally or in any other form) that is (i) designated, at or before the time of disclosure, as confidential and (ii) the Product Specifications; the specifications for any new version of a Product or any new Removable Recording Media Product or Accessory Product disclosed in connection with Section 3.1; the New Product Specifications; Imation’s Purchase Orders and forecasts for purchases of the Products; and the supply price, pricing trends and related information disclosed in connection with Exhibit III. The party disclosing Confidential Information shall be a “Discloser” and the party receiving Confidential Information shall be a “Recipient.”

     11.2 Exclusions. Confidential Information does not include information or material that (a) is now, or hereafter becomes, through no act or failure to act on the part of the Recipient, generally known or available; (b) is or was known by the Recipient at or before the time such information or material was received from the Discloser; (c) is furnished to the Recipient by a third party that is not under an obligation of confidentiality to the Discloser with respect to such information or material; or (d) is independently developed by the Recipient. For the avoidance of doubt, nothing in this Section 11.2 shall modify or limit in any way TDK’s obligations in the Acquisition Agreement with respect to Confidential Information (as such term is defined in the Acquisition Agreement).

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     11.3 Restrictions on Use. During the term of this Agreement and for a period of three (3) years thereafter, the Recipient shall hold Confidential Information in confidence and shall not disclose to third parties or use such information for any purpose whatsoever other than as necessary in order to fulfill its obligations or exercise its rights under this Agreement. The Recipient shall take all reasonable measures to protect the confidentiality of the Discloser’s Confidential Information in a manner that is at least protective as the measures it uses to maintain the confidentiality of its own Confidential Information of similar importance. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information: (a) to employees and consultants that have a need to know such information, provided that each such employee and consultant is under a duty of nondisclosure that is consistent with the confidentiality and nondisclosure provisions herein; and (b) to the extent the Recipient is legally compelled to disclose such Confidential Information, provided that if permitted by applicable law and regulations the Recipient shall give advance notice of such compelled disclosure to the Discloser, and shall cooperate with the Discloser in connection with any efforts to prevent or limit the scope of such disclosure and/or use of the Confidential Information.

12. Guaranty

     12.1 Guaranty. Imation hereby irrevocably and unconditionally guarantees to TDK the punctual performance and payment of all the obligations and liabilities of each of its Subsidiaries under any Purchase Orders submitted in connection with this Agreement (the “Guaranteed Obligations”), when and as due, and agrees that if for any reason whatsoever any of Imation’s Subsidiaries fails to or is unable to duly, punctually and fully perform or pay any of the Guaranteed Obligations when and as due, upon notice in writing from TDK to Imation, Imation shall promptly perform or pay each and every such Guaranteed Obligation.

     12.2 Absolute Nature. The guaranty provided by Imation under this Section 12 is an absolute, irrevocable, unconditional and continuing guarantee of the prompt and complete payment and performance of the Guaranteed Obligations, and Imation guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with their terms, in every case irrespective of (and Imation hereby unconditionally and irrevocably waives any defense arising out of or in respect of):

          (a) the amendment of or extension of time for the payment or performance of any Guaranteed Obligation; the waiver, compromise, settlement or release of any Guaranteed Obligation; or the extension, renewal, waiver of, or failure to exercise any right, remedy, power or privilege with respect to any Guaranteed Obligation;

          (b) the failure to give notice to any of Imation’s Subsidiaries or other Person (other than Imation) of a breach of any Guaranteed Obligation;

          (c) the bankruptcy, insolvency, dissolution or liquidation of any of Imation’s Subsidiaries, Imation, or other Person; any proceeding, voluntary or involuntary, with respect thereto; or the discharge, disaffirmance or rejection of any Guaranteed Obligation or agreement or instrument relating thereto;

13

          (d) any merger, consolidation or other reorganization to which any of Imation’s Subsidiaries, Imation or any other Person is a party, or any change, whether direct or indirect, in Imation’s relationship with any of its Subsidiaries, including any such change by reason of any merger or any sale, transfer, issuance, or other disposition of any stock of or other equity interest in such Subsidiary;

          (e) the existence, validity, enforceability, or extent of any security or collateral for or guarantee of the Guaranteed Obligations; the failure to create, preserve or perfect any such security, collateral or guarantee; any substitution, modification, exchange, release, settlement or compromise of any such security, collateral or guarantee; or the failure to apply any such security or collateral or to enforce such guarantee;

          (f) any inability to recover in full the Guaranteed Obligations by operation of law or for any other reason; or

          (g) any other circumstance, event or happening whatsoever, whether foreseen or unforeseen and whether similar or dissimilar to anything referred to above in this Section 12, that constitutes, or might be construed to constitute, a legal or equitable defense available to, or result in the discharge of, a surety or guarantor (other than payment and performance in full of the Guaranteed Obligations in accordance with their terms).

     12.3 Available Defenses. Nothing in this Section 12 shall constitute a waiver or limitation of any defense available to (a) any of Imation’s Subsidiaries to performance under any Purchase Order submitted in connection with this Agreement or (b) Imation in its capacity as primary obligor under (but not as guarantor of) any such Purchaser Order pursuant to Section 4.2 of this Agreement or otherwise.

     12.4 Reinstatement. The obligations of Imation under this Section 12 shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, to TDK by any of Imation’s Subsidiaries, Imation or any other Person is rescinded or must otherwise be returned by TDK upon the insolvency, bankruptcy, reorganization, dissolution, liquidation or other similar proceeding affecting any such Person or otherwise, all as though such payment had not been made.

     12.5 Not Guaranty of Collection Only. The guaranty provided by Imation under this Section 12 is a guaranty of due and punctual payment and performance, and not merely of collection, and the obligations of Imation under this Section 12 shall not be conditioned or contingent upon the pursuit by TDK at any time of any right or remedy against any of Imation’s Subsidiaries or any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations.

     12.6 Waivers. Imation hereby unconditionally and irrevocably waives: (a) any and all notice of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations; (b) promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon any of Imation’s Subsidiaries, Imation or any other Person with respect to the Guaranteed Obligations; and (c) any requirement that any proceeding be brought against any of its Subsidiaries or any requirement to exhaust any right, power or remedy or to proceed against any of its Subsidiaries or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations, prior to any action against Imation under the terms of this Section 12.

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     12.7 Subrogation. Until the final payment and performance in full of all of the Guaranteed Obligations owed by any of Imation’s Subsidiaries: (a) Imation shall not exercise any rights against such Subsidiary arising as a result of payment or performance by Imation under this Section 12 by way of subrogation, reimbursement, restitution, contribution or otherwise, and shall not prove any claim in competition with TDK in respect of any such payment or performance in any proceeding; (b) Imation shall not claim setoff, recoupment or counterclaim against such Subsidiary in respect of any liability of Imation to such Subsidiary; and (c) Imation waives any benefit of and any right to participate in any collateral security that may be held on account of the Guaranteed Obligations.

     12.8 No Obligation to File Claim. TDK shall not be obligated to file any claim relating to the Guaranteed Obligations owing to it by any of Imation’s Subsidiaries in the event that any such Subsidiary becomes subject to a bankruptcy, reorganization, or a similar proceeding, and the failure to so file shall not affect Imation’s obligations hereunder.

13. Term and Termination

     13.1 Term. The Supply Agreement will commence as of the Effective Date and remain in effect for the greater of five (5) years or for so long as TDK manufactures and continues to sell any Products.

13.2 Termination. Notwithstanding anything to the contrary in Section 13.1,

          (a) TDK may terminate this Agreement by giving written notice in the event that Imation is in breach of its obligation to pay any amount due and not disputed in good faith by Imation or portion of any amount due and not disputed in good faith by Imation and has failed to cure such breach within thirty (30) days of receipt of a written notice from TDK specifying the nature of such breach; and

          (b) either Imation or TDK may terminate this Agreement by giving written notice to the other (i) in the event that the other party is in material breach of this Agreement other than the breaches covered in (a) and has failed to cure such breach within ninety (90) days of receipt of a written notice from the first party specifying the nature of such breach; or (ii) upon any of the following:

               (i) the filing by the other party of a petition in bankruptcy or insolvency;

               (ii) any adjudication that the other party is bankrupt or insolvent;

               (iii) the filing by the other party of any legal action or document seeking reorganization, readjustment or arrangement of such party’s business under any law relating to bankruptcy or insolvency;

               (iv) the appointment of a receiver for all or substantially all of the property of the other party;

15

               (v) the making by the other party of any assignment for the benefit of creditors; or

               (vi) sixty (60) days after the institution of any proceedings for the liquidation or winding up of the business of, or for the termination of the corporate charter of, the other party if such proceedings are not dismissed such sixty (60) day period; and

          (c) either Imation or TDK may terminate this Agreement by giving written notice to the other in the event that the TDK Brand License or the OUS License, or both, is terminated for any reason.

     13.3 Effect of Termination. In the event of termination of this Agreement for any reason, the parties will have the following rights and obligations:

          (a) Expiration or termination of this Agreement will not release any party from the obligation to make payment that has accrued prior to such expiration or termination, including, without limitation, any obligation to pay any amount which is owing but unpaid or became due and payable under this Agreement prior to such expiration or termination.

          (b) The non-breaching party will have the right to cancel any or all accepted Purchase Orders which provide for shipment after the effective date of termination;

          (c) The parties’ obligations under Sections 9 through 14 will survive termination of this Agreement; and

          (d) Except as provided in Section 13.3 and without prejudice to any other remedies which either party may have for any breach of this Agreement, no party will be entitled to any compensation or payment from the other as a result of such termination.

14. General

     14.1 Products not in Inventory. Any Products supplied by TDK to Imation or its Subsidiaries after the Effective Date pursuant to binding purchase orders submitted by the Acquired Entities prior to the Effective Date that are not in Inventory shall be subject to the warranties given in Section 9 and the indemnification obligations in Section 10, except that, for purposes of such Products, Product Specifications and Packaging Specifications referenced in Section 9.2 shall be the actual published specifications and packaging specifications, respectively, for such Products as of the date of the applicable binding purchase order.

     14.2 Force Majeure. Except for the payment of monies due hereunder, neither party shall be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including, without limitation, acts of God, earthquake, fire, flood, embargoes, labor disputes and strikes, riots, war, and acts of civil and military authorities (each, a “Force Majeure”); provided that such party gives the other party prompt written notice of the failure to perform and the reason therefor and uses its reasonable efforts to limit the resulting delay in its performance; provided, further, that, if such Force Majeure continues to prevent or delay performance of such party for more than one hundred twenty (120) days, either party may terminate this Agreement with respect to Products affected by such Force Majeure, effective immediately upon written notice thereof. To the extent that TDK is unable due to a Force Majeure affecting TDK to supply Imation or its Subsidiaries with a Product, Imation and its Subsidiaries may purchase a product comparable to such Product from one or more third parties for so long as such Force Majeure and for a reasonable transition period thereafter.

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     14.3 No Third Party Beneficiaries. It is not the intention of this Agreement or of the parties hereto to confer a third party beneficiary right of action upon any third party or entity whatsoever, and nothing in this Agreement will be construed to confer upon any third party a right of action under this Agreement or otherwise.

     14.4 Amendment and Waiver. This Agreement may not be amended, a provision of this Agreement or any default, misrepresentation or breach of warranty or agreement under this Agreement may not be waived, and a consent may not be rendered, except in a writing executed by the party against which such action is sought to be enforced. Neither the failure nor any delay by any Person in exercising any right, power or privilege under this Agreement shall operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege shall preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. In addition, no course of dealing between or among any Persons having any interest in this Agreement shall be deemed effective to modify or amend any part of this Agreement or any rights or obligations of any Person under or by reason of this Agreement. The rights and remedies of the parties to this Agreement are cumulative and not alternative.

     14.5 Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered by hand, upon confirmed receipt of a facsimile transmission, or two (2) days after being deposited with an overnight courier, to the below address or such other addresses as a party shall specify in a written notice to the other provided as contemplated herein.

If to Imation:

Imation Corp.
1 Imation Place
Oakdale, MN 55128, USA
Attn: Vice President, Sourcing
Facsimile No.: +1 (651) 704-5951

With a copy (which shall not constitute notice) to:

Imation Corp.
1 Imation Place
Oakdale, MN 55128, USA
Attn: General Counsel
Facsimile No.: +1 (651) 704-7121

If to TDK:

TDK Corporation
13-1 Nihonbashi 1-chome
Chuo-ku
Tokyo 103-8272
Japan

17

Attn:                                      Yoshiaki Hirota
Facsimile No.:                      (81) 3 5201-7135

With a copy (which shall not constitute notice) to:

Morrison Foerster
AIG Building, 11/F
1-3, Marunouchi 1-chome
Chiyoda-ku
Tokyo 100-0005
Attn:                                     Ken Siegel, Esq.
Facsimile No.:                      (81) 3 3214-6522

     14.6 No Assignment or Transfer. No party shall, or shall have the right to, assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other parties to this Agreement, each in its sole discretion; provided, that, in the event of a valid assignment of the TDK Brand License and the OUS License under Article 10.1 of the TDK Brand License and Article 10.1 of the OUS License in connection with a transaction constituting a Change of Control (as such term is defined in the TDK Brand License), and subject to Imation’s compliance with the terms of the TDK Brand License with respect to such Change of Control, Imation shall have the right to assign this Agreement to the Person (as such term is defined in the TDK Brand License) to which Imation validly assigned the TDK Brand License in connection with the transaction constituting such Change of Control. Except as expressly provided herein, any purported assignment, sale, transfer, sublicense, delegation or other disposition by any party shall be null and void.

     14.7 Injunctive Relief. Imation acknowledges that a breach by it of its obligations under this Agreement may cause TDK irreparable damage. Accordingly, Imation agrees that in the event of such breach or threatened breach, in addition to remedies at law, TDK shall have the right to seek injunctive or other equitable relief, without the necessity of posting any bond or other security, to prevent Imation’s violations of its obligations hereunder. TDK acknowledges that a breach of its obligations under this Agreement may cause Imation irreparable damage. Accordingly, TDK agrees that in the event of such breach or threatened breach, in addition to remedies at law, Imation shall have the right to seek injunctive or other equitable relief, without the necessity of posting any bond or other security, to prevent TDK’s violations of its obligations hereunder.

     14.8 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

     14.9 Complete Agreement. This Agreement and the Acquisition Agreement contain the complete agreement between the parties and supersede any prior understandings, agreements or representations by or between the parties, written or oral.

     14.10 Counterparts. This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same instrument. A facsimile signature shall be considered an original signature.

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     14.11 Governing Law. This Agreement shall be governed by the laws of the State of New York, USA, which shall be the proper law hereof notwithstanding any rule or principle of conflict of laws under which any other body of law would be made applicable. The U.N. Convention on the International Sale of Goods shall not apply to, and is expressly excluded from, the purchase, sale and supply of Products under this Agreement.

     14.12 Dispute Resolution. To the extent that any dispute, controversy or claim between the parties arising out of, relating to, or in connection with this Agreement (including as to any breach, termination or validity hereof or thereof) cannot be solved amicably, either party may provide notice to the other that such dispute, controversy or claim is to be referred to the Strategic Relationship Committee and resolved as set forth in the TDK Brand License.

     14.13 Jurisdiction. Each of the parties submits to the exclusive jurisdiction of any state or federal court sitting at New York, New York in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect to any such action or proceeding.

     14.14 Interpretation. The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or of any article, section or provision of this Agreement. Except as otherwise expressly stated, any reference to an Article, Section or Exhibit shall mean the corresponding article or section of, or exhibit to, this Agreement.

     14.15 Limitation of Consequential Damages and Liability. Except to the extent of a party’s indemnification obligations pursuant to Section 10 (Indemnification) or with respect to any breach of Section 11 (Confidentiality), as the case may be, in no event shall a party, its affiliates or any of its or their directors, officers, employees or agents be responsible or liable for any indirect, incidental, consequential, special, exemplary or punitive damages, or for any loss of profits, loss of revenue, loss resulting from interruption of business or loss of use or data, even if such party, its affiliates or any of their directors, officers, employees or agents has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy of any kind, under any contract, negligence, strict liability or other theory, arising out of or relating in any way to this Agreement or its implementation. Except to the extent of a party’s indemnification obligations pursuant to Section 10, as the case may be, in no event shall the total collective liability of such party, its affiliates and any of its or their directors, officers, employees and agents arising out of or relating in any way to this Agreement or its implementation exceed the price, to Imation or its Subsidiaries, as the case may be, of the Products that are the subject of the claim. Each party has a duty to mitigate the damages that would otherwise be recoverable from the other party pursuant to this Agreement by taking appropriate and reasonable actions to reduce or limit the amount of any such damages.

[The remainder of this page is intentionally left blank]

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     IN WITNESS WHEREOF, Imation and TDK have executed this Supply Agreement as of the Effective Date.

IMATION CORP.		TDK CORPORATION
By:	/s/ John L. Sullivan	By:	/s/ Shiro Nomi
Name:	John L. Sullivan	Name:	Shiro Nomi
Title:	Senior Vice President, General Counsel & Corporate Secretary	Title:	Senior Vice President

List of Exhibits
Exhibit I	–	Products
Exhibit II	–	Initial Product Prices
Exhibit III	–	Product Pricing Formula
Exhibit IV	–	Delivery Ports
Exhibit V	–	Product Specifications
Exhibit VI	–	Packaging Specifications
Exhibit VII	–	TDK Product Categories

Supply Agreement
Signature Page

EXHIBIT I

Products

Product	Region	Grade	Type	Length/Capacity
		Compact Cassette
Compact Cassette	Japan	AE-G	Audio-in Type1	10min
Compact Cassette	Japan	AE-G	Audio-in Type1	20min
Compact Cassette	Japan	AE-G	Audio-in Type1	30min
Compact Cassette	Japan	AE-G	Audio-in Type1	46min
Compact Cassette	Japan	AE-G	Audio-in Type1	60min
Compact Cassette	Japan	AE-G	Audio-in Type1	90min
Compact Cassette	Japan	AE-G	Audio-in Type1	120min
Compact Cassette	Japan	AE-G	Audio-in Type1	150min
Compact Cassette	Japan	RK	Audio-in Type1	10min
Compact Cassette	Japan	RK	Audio-in Type1	60min
Compact Cassette	Japan	RK	Audio-in Type1	80min
Compact Cassette	Japan	RK	Audio-in Type1	90min
Compact Cassette	Japan	RK	Audio-in Type1	120min
Compact Cassette	Japan	MY&OUR	Audio-in Type1	10min
Compact Cassette	Japan	MY&OUR	Audio-in Type1	20min
Compact Cassette	Japan	CD1-U	Audio-in Type1	10min
Compact Cassette	Japan	CD1-U	Audio-in Type1	46min
Compact Cassette	Japan	CD1-U	Audio-in Type1	50min
Compact Cassette	Japan	CD1-U	Audio-in Type1	54min
Compact Cassette	Japan	CD1-U	Audio-in Type1	60min
Compact Cassette	Japan	CD1-U	Audio-in Type1	64min
Compact Cassette	Japan	CD1-U	Audio-in Type1	70min
Compact Cassette	Japan	CD1-U	Audio-in Type1	74min
Compact Cassette	Japan	CD1-U	Audio-in Type1	80min
Compact Cassette	Japan	CD1-U	Audio-in Type1	90min
Compact Cassette	Japan	CD1-U	Audio-in Type1	120min
Compact Cassette	Japan	CD1-U	Audio-in Type1	150min
Compact Cassette	Japan	CD2-U	Audio-in Type2	10min
Compact Cassette	Japan	CD2-U	Audio-in Type2	46min
Compact Cassette	Japan	CD2-U	Audio-in Type2	50min
Compact Cassette	Japan	CD2-U	Audio-in Type2	54min
Compact Cassette	Japan	CD2-U	Audio-in Type2	60min
Compact Cassette	Japan	CD2-U	Audio-in Type2	64min
Compact Cassette	Japan	CD2-U	Audio-in Type2	70min
Compact Cassette	Japan	CD2-U	Audio-in Type2	74min
Compact Cassette	Japan	CD2-U	Audio-in Type2	80min
Compact Cassette	Japan	CD2-U	Audio-in Type2	90min
Compact Cassette	Japan	CD2-U	Audio-in Type2	120min
Compact Cassette	Japan	CD2-U	Audio-in Type2	150min
Compact Cassette	Japan	CD2-R	Audio-in Type2	54min
Compact Cassette	Japan	CD2-R	Audio-in Type2	60min
Compact Cassette	Japan	CD2-R	Audio-in Type2	70min
Compact Cassette	Japan	CD2-R	Audio-in Type2	74min
Compact Cassette	Japan	CD2-R	Audio-in Type2	90min
Compact Cassette	Japan	CD2-R	Audio-in Type2	120min
Compact Cassette	Japan	DS2-N	Audio-in Type2	60min
Compact Cassette	Japan	DS2-N	Audio-in Type2	80min
Compact Cassette	Japan	DS2-N	Audio-in Type2	90min
Compact Cassette	Japan	DS2-S	Audio-in Type2	10min
Compact Cassette	Japan	DS2-S	Audio-in Type2	60min
Compact Cassette	Japan	DS2-S	Audio-in Type2	74min
Compact Cassette	Japan	DS2-S	Audio-in Type2	90min
Compact Cassette	Japan	DS2-S	Audio-in Type2	120min
Compact Cassette	Americas	AG-X	Audio-in Type1	60min
Compact Cassette	Americas	AG-X	Audio-in Type1	90min

1-1

Product	Region	Grade	Type	Length/Capacity
		Compact Cassette
Compact Cassette	Americas	D-SX	Audio-in Type1	60min
Compact Cassette	Americas	D-SX	Audio-in Type1	90min
Compact Cassette	Americas	D-SX	Audio-in Type1	120min
Compact Cassette	Americas	BASS	Audio-in Type1	120min
Compact Cassette	Americas	D-ZM YDX	Audio-in Type1	60min
Compact Cassette	Americas	D-ZM YDX	Audio-in Type1	90min
Compact Cassette	Americas	D-ZM YDX	Audio-in Type1	120min
Compact Cassette	Americas	PWE-CX	Audio-in Type2	90min
Compact Cassette	Americas	PWE-CX	Audio-in Type2	110min
Compact Cassette	Americas	SA-SX	Audio-in Type2	60min
Compact Cassette	Americas	SA-SX	Audio-in Type2	90min
Compact Cassette	Americas	SM-EX	Audio-in Type2	10min
Compact Cassette	Americas	SM-EX	Audio-in Type2	20min
Compact Cassette	Americas	SM-EX	Audio-in Type2	30min
Compact Cassette	Americas	SM-EX	Audio-in Type2	60min
Compact Cassette	Americas	SM-EX	Audio-in Type2	90min
Compact Cassette	Europe	D-EB	Audio-in Type1	60min
Compact Cassette	Europe	D-EB	Audio-in Type1	90min
Compact Cassette	Europe	D-EB	Audio-in Type1	120min
Compact Cassette	Europe	FE-EB	Audio-in Type1	60min
Compact Cassette	Europe	FE-EB	Audio-in Type1	90min
Compact Cassette	Europe	SA-EB	Audio-in Type2	60min
Compact Cassette	Europe	SA-EB	Audio-in Type2	90min
Compact Cassette	Asia	B-CA	Audio-in Type1	46min
Compact Cassette	Asia	B-CA	Audio-in Type1	60min
Compact Cassette	Asia	B-CA	Audio-in Type1	90min
Compact Cassette	Asia	B-CA	Audio-in Type1	120min
Compact Cassette	Asia	B-CA-S	Audio-in Type1	46min
Compact Cassette	Asia	B-CA-S	Audio-in Type1	60min
Compact Cassette	Asia	B-CA-S	Audio-in Type1	90min
Compact Cassette	Asia	B-CA-S	Audio-in Type1	120min
Compact Cassette	Asia	D-CA	Audio-in Type1	46min
Compact Cassette	Asia	D-CA	Audio-in Type1	60min
Compact Cassette	Asia	D-CA	Audio-in Type1	90min
Compact Cassette	Asia	D-CA	Audio-in Type1	120min
Compact Cassette	Asia	D-CAP	Audio-in Type1	10min
Compact Cassette	Asia	D-CAP	Audio-in Type1	20min
Compact Cassette	Asia	D-CAP	Audio-in Type1	46min
Compact Cassette	Asia	D-CAP	Audio-in Type1	60min
Compact Cassette	Asia	D-CAP	Audio-in Type1	90min
Compact Cassette	Asia	D-CAP	Audio-in Type1	120min
Compact Cassette	Asia	SA-CA	Audio-in Type2	60min
Compact Cassette	Asia	SA-CA	Audio-in Type2	90min
Compact Cassette	Asia	AE-G	Audio-in Type1	60min
Compact Cassette	Asia	AE-G	Audio-in Type1	90min
Compact Cassette	Asia	AE-G	Audio-in Type1	120min
		Endless Cassette
Endless Cassette1	Americas	AE-G	Endless Cassette	1min
Endless Cassette *	Americas	AE-G	Endless Cassette	3min
Endless Cassette *	Americas	AE-G	Endless Cassette	6min
Endless Cassette *	Japan	EC-MA (Endless)	Endless Cassette	1min
Endless Cassette *	Japan	EC-MA (Endless)	Endless Cassette	3min
Endless Cassette *	Japan	EC-MA (Endless)	Endless Cassette	6min
		Micro Cassette
Micro Cassette	Europe	EC-MA (Endless)	Micro Cassette	30min
Micro Cassette	Europe	EC-MA (Endless)	Micro Cassette	60min
Micro Cassette	Europe	EC-MA (Endless)	Micro Cassette	90min
Micro Cassette	Americas	D-MC (Micro)	Micro Cassette	30min

¹ Product to be discontinued in March 2008.

1-2

Product	Region	Grade	Type	Length/Capacity
Micro Cassette	Americas	D-MC (Micro)	Micro Cassette	60min
Micro Cassette	Americas	D-MC (Micro)	Micro Cassette	90min
Micro Cassette	Asia	D-MC (Micro)	Micro Cassette	60min
Micro Cassette	Asia	D-MC (Micro)	Micro Cassette	90min
		Audio Head Cleaner
		HCL (AUDIO DRY
Audio Head Cleaner	Japan	CLEANER)	Audio Head Cleaner	—
		HCL (AUDIO DRY
Audio Head Cleaner	Asia	CLEANER)	Audio Head Cleaner	—
		HCL (AUDIO DRY
Audio Head Cleaner	Europe	CLEANER)	Audio Head Cleaner	—
		DAT
DAT	Americas	DAT	DAT	64min
DAT	Americas	DAT	DAT	90min
DAT	Americas	DAT	DAT	120min
DAT	Japan	DAT	DAT	46min
DAT	Japan	DAT	DAT	64min
DAT	Japan	DAT	DAT	74min
DAT	Japan	DAT	DAT	90min
DAT	Japan	DAT	DAT	120min
DAT	Japan	DAT	DAT	180min
DAT	Europe	DAT	DAT	64min
DAT	Europe	DAT	DAT	90min
DAT	Europe	DAT	DAT	120min
DAT	Europe	DAT	DAT	180min
DAT	Asia	DAT	DAT	64min
DAT	Asia	DAT	DAT	90min
DAT	Asia	DAT	DAT	120min
DAT	Asia	DAT	DAT	12~16min
DAT	Asia	DAT	DAT	64min
DAT	Asia	DAT	DAT	90min
DAT	Asia	DAT	DAT	120min
DAT	Asia	DAT	DAT	64min
DAT	Asia	DAT	DAT	90min
DAT	Asia	DAT	DAT	120min
		MiniDV
MiniDV	Europe	DVC STD	DVC-in STD	60min
MiniDV	Americas	DVC STD	DVC-in STD	60min
MiniDV	Japan	DVC STD	DVC-in STD	60min
MiniDV	Europe	DVC STD	DVC-in STD	30min
MiniDV	Europe	DVC STD	DVC-in STD	60min
MiniDV	Asia	DVC STD	DVC-in STD	60min
MiniDV	Europe	DVC STD	DVC-in Thermal Printed	60min
MiniDV	Japan	DVC STD	DVC-in Thermal Printed	60min
MiniDV	Europe	DVC STD	DVC-in Thermal Printed	60min
MiniDV	Asia	DVC STD	DVC-in Thermal Printed	60min
MiniDV	Europe	DVC MASTER	DVC-in MASTER	60min
MiniDV	Japan	DVC MASTER	DVC-in MASTER	60min
MiniDV	Europe	DVC MASTER	DVC-in MASTER	60min
MiniDV	Asia	DVC MASTER	DVC-in MASTER	60min
MiniDV	Europe	HDV STD	DVC-in HDV	60/63min
MiniDV	Americas	HDV STD	DVC-in HDV	60/63min
MiniDV	Japan	HDV STD	DVC-in HDV	60/63min
MiniDV	Asia	DVC MASTER	DVC-in HDV	60min
MiniDV	Asia	HDV STD	DVC-in HDV	60/63min
MiniDV Head Cleaner	Europe	DVCL (DVC DRY CLEACN	Mini-DV Head Cleaner	—
MiniDV Head Cleaner	Americas	DVCL (DVC DRY CLEACN	Mini-DV Head Cleaner	—

1-3

Product	Region	Grade	Type	Length/Capacity
MiniDV Head Cleaner	Japan	DVCL (DVC DRY CLEACN	Mini-DV Head Cleaner	—
MiniDV Head Cleaner	Europe	DVCL (DVC DRY CLEACN	Mini-DV Head Cleaner	—
MiniDV Head Cleaner	Asia	DVCL (DVC DRY CLEACN	Mini-DV Head Cleaner	—
		Video8
Video8	Europe	8MM HS/MP	8MM-in HS/MP	60min
Video8	Europe	8MM HS/MP	8MM-in HS/MP	90min
Video8	Europe	8MM HS/MP	8MM-in HS/MP	120min
Video8	Americas	8MM HS/MP	8MM-in HS/MP	120min
Video8	Europe	8MM HS/MP	8MM-in HS/MP	60min
Video8	Europe	8MM HS/MP	8MM-in HS/MP	90min
Video8	Asia	8MM HS/MP	8MM-in HS/MP	60min
Video8	Asia	8MM HS/MP	8MM-in HS/MP	90min
Video8	Asia	8MM HS/MP	8MM-in HS/MP	120min
Video8	Asia	8MM HS/MP	8MM-in HS/MP	90min
Video8	Asia	8MM HS/MP	8MM-in HS/MP	60min
Video8	Asia	8MM HS/MP	8MM-in HS/MP	90min
Video8	Asia	8MM HS/MP	8MM-in HS/MP	120min
Video8	Europe	8MM HG/EHG	8MM-in HG/EHG	90min
Video8	Asia	8MM HG/EHG	8MM-in HG/EHG	60min
Video8	Asia	8MM HG/EHG	8MM-in HG/EHG	90min
Video8	Europe	HI-8 HMP	8MM-in HI-8 HMP	60min
Video8	Europe	HI-8 HMP	8MM-in HI-8 HMP	90min
Video8	Americas	HI-8 HMP	8MM-in HI-8 HMP	120min
Video8	Japan	HI-8 HMP	8MM-in HI-8 HMP	120min
Video8	Europe	HI-8 HMP	8MM-in HI-8 HMP	60min
Video8	Europe	HI-8 HMP	8MM-in HI-8 HMP	90min
Video8	Asia	HI-8 HMP	8MM-in HI-8 HMP	120min
Video8	Asia	HI-8 HMP	8MM-in HI-8 HMP	90min
Video8	Asia	HI-8 HMP	8MM-in HI-8 HMP	60min
Video8	Asia	HI-8 HMP	8MM-in HI-8 HMP	90min
Video8	Asia	HI-8 HMP	8MM-in HI-8 HMP	120min
Video8	Asia	HI-8 ME	8MM-in HI-8 ME/D8	90min
Video8 Head Cleaner	Europe	8CL (8MM DRY CLEANER	8mm Head Cleaner	—
Video8 Head Cleaner	Americas	8CL (8MM DRY CLEANER	8mm Head Cleaner	—
Video8 Head Cleaner	Japan	8CL (8MM DRY CLEANER	8mm Head Cleaner	—
Video8 Head Cleaner	Europe	8CL (8MM DRY CLEANER	8mm Head Cleaner	—
Video8 Head Cleaner	Asia	8CL (8MM DRY CLEANER	8mm Head Cleaner	—
		VHS-C
VHS-C	Europe	VHS-C HS	VHS-C-in HS	45min
VHS-C	Europe	VHS-C HS	VHS-C-in HS	30min
VHS-C	Europe	VHS-C HS	VHS-C-in HS	45min
VHS-C	Asia	VHS-C HS	VHS-C-in HS	45min
VHS-C	Europe	VHS-C HG/EHG	VHS-C-in HG/EHG	45min
VHS-C	Europe	VHS-C HG/EHG	VHS-C-in HG/EHG	60min
VHS-C	Americas	VHS-C HG/EHG	VHS-C-in HG/EHG	30min
VHS-C	Europe	VHS-C HG/EHG	VHS-C-in HG/EHG	30min
VHS-C	Europe	VHS-C HG/EHG	VHS-C-in HG/EHG	45min
VHS-C	Europe	VHS-C HG/EHG	VHS-C-in HG/EHG	60min
VHS-C	Asia	VHS-C HG/EHG	VHS-C-in HG/EHG	45min
VHS-C Head Cleaner	Europe	VCL (VHS-C DRY CLEAN	VHS-C Head Cleaner	—
VHS-C Head Cleaner	Asia	VCL (VHS-C DRY CLEAN	VHS-C Head Cleaner	—
		BD-R
BD-R	Asia	BLU-RAY R AV BARE	Single Layer	25GB

1-4

Product	Region	Grade	Type	Length/Capacity
BD-R	Asia	BLU-RAY R PC BARE	Single Layer	25GB
BD-R	Americas	BLU-RAY R PC BARE	Single Layer	25GB
BD-R	Europe	BLU-RAY R PC BARE	Single Layer	25GB
BD-R	Japan	BLU-RAY R AV BARE	Single Layer	135min/25GB
BD-R	Japan	BLU-RAY R PC BARE	Single Layer	25GB
BD-R	Europe	BLU-RAY R PC BARE	Single Layer	25GB
BD-R	Asia	BLU-RAY R AV BARE	Single Layer	25GB
BD-R	Asia	BLU-RAY R PC BARE	Single Layer	25GB
BD-R	Asia	BLU-RAY R AV BARE	Single Layer	25GB
BD-R	Asia	BLU-RAY R PC BARE	Single Layer	25GB
BD-R	Asia	BLU-RAY R AV BARE DL	Dual Layer	50GB
BD-R	Americas	BLU-RAY R PC BARE DL	Dual Layer	50GB
BD-R	Europe	BLU-RAY R PC BARE DL	Dual Layer	50GB
BD-R	Japan	BLU-RAY R AV BARE DL	Dual Layer	270min
BD-R	Japan	BLU-RAY R PC BARE DL	Dual Layer	50GB
BD-R	Europe	BLU-RAY R PC BARE DL	Dual Layer	50GB
BD-R	Asia	DVD-R DATA DL	Dual Layer	8.5GB
BD-R	Asia	BLU-RAY R AV BARE DL	Dual Layer	50GB
BD-R	Asia	BLU-RAY R PC BARE DL	Dual Layer	50GB
		BD-RE
BD-RE	Asia	BLU-RAY RE AV BARE	Single Layer	25GB
BD-RE	Asia	BLU-RAY RE PC BARE	Single Layer	25GB
BD-RE	Americas	BLU-RAY RE PC BARE	Single Layer	25GB
BD-RE	Europe	BLU-RAY RE PC BARE	Single Layer	25GB
BD-RE	Japan	BLU-RAY RE AV BARE	Single Layer	135min/25GB
BD-RE	Japan	BLU-RAY RE AV TYPE1	Single Layer	120min
BD-RE	Japan	BLU-RAY RE AV TYPE1	Single Layer	135min/25GB
BD-RE	Japan	BLU-RAY RE PC BARE	Single Layer	25GB
BD-RE	Europe	BLU-RAY RE PC BARE	Single Layer	25GB
BD-RE	Asia	BLU-RAY RE AV BARE	Single Layer	25GB
BD-RE	Asia	BLU-RAY RE AV TYPE1	Single Layer	135min/25GB
BD-RE	Asia	BLU-RAY RE PC BARE	Single Layer	25GB
BD-RE	Asia	BLU-RAY RE AV BARE	Single Layer	25GB
BD-RE	Asia	BLU-RAY RE PC BARE	Single Layer	25GB
BD-RE	Asia	BLU-RAYRE AV BARE DL	Dual Layer	50GB
BD-RE	Americas	BLU-RAYRE PC BARE DL	Dual Layer	50GB

1-5

Product	Region	Grade	Type	Length/Capacity
BD-RE	Japan	BLU-RAYRE AV BARE DL	Dual Layer	270min
BD-RE	Japan	BLU-RAYRE PC BARE DL	Dual Layer	50GB
BD-RE	Europe	BLU-RAYRE PC BARE DL	Dual Layer	50GB
BD-RE	Asia	BLU-RAYRE AV BARE DL	Dual Layer	50GB
		PD
PD	Asia	PD-RE CARTRIDGE	Single Layer	23GB
PD	Americas	PD-RE CARTRIDGE	Single Layer	23GB
PD	Europe	PD-RE CARTRIDGE	Single Layer	23GB
PD	Asia	PD-RE CARTRIDGE	Single Layer	23GB
		DDS
DDS-3	Asia	DDS3	DDS	12GB
DDS-3	Americas	DDS3	DDS	12GB
DDS-3	Europe	DDS3	DDS	12GB
DDS-3	Japan	DDS3	DDS	12GB
DDS-3	Europe	DDS3	DDS	12GB
DDS-3	Asia	DDS3	DDS	12GB
DDS-4	Americas	DDS4	DDS	20GB
DDS-4	Europe	DDS4	DDS	20GB
DDS-4	Japan	DDS4	DDS	20GB
DDS-4	Europe	DDS4	DDS	20GB
DDS-4	Asia	DDS4	DDS	20GB
		DAT72
DAT72	Asia	DDS5	DDS	36GB
DAT72	Americas	DDS5	DDS	36GB
DAT72	Europe	DDS5	DDS	36GB
DAT72	Japan	DDS5	DDS	36GB
DAT72	Europe	DDS5	DDS	36GB
DAT72	Asia	DDS5	DDS	36GB
		DAT160
DAT160	Asia	DAT160	DDS	80GB
DAT160	Americas	DAT160	DDS	80GB
DAT160	Japan	DAT160	DDS	80GB
DAT160	Europe	DAT160	DDS	80GB
DAT160 Cleaning Cartridge	Japan	DAT160 CLEANER	DDS	—
DAT160 WORM2	Americas	DAT160 WORM	DDS	80GB
DAT160 WORM †	Japan	DAT160 WORM	DDS	80GB
DAT160 WORM †	Europe	DAT160 WORM	DDS	80GB
		LTO
LTO Ultrium1	Asia	LTO TYPE1	LTO	100GB
LTO Ultrium1	Americas	LTO TYPE1	LTO	100GB
LTO Ultrium1	Europe	LTO TYPE1	LTO	100GB
LTO Ultrium1	Japan	LTO TYPE1	LTO	100GB
LTO Ultrium2	Asia	LTO TYPE2	LTO	200GB
LTO Ultrium2	Americas	LTO TYPE2	LTO	200GB
LTO Ultrium2	Europe	LTO TYPE2	LTO	200GB
LTO Ultrium2	Japan	LTO TYPE2	LTO	200GB
LTO Ultrium3	Asia	LTO TYPE3	LTO	400GB
LTO Ultrium3	Americas	LTO TYPE3	LTO	400GB
LTO Ultrium3	Europe	LTO TYPE3	LTO	400GB
LTO Ultrium3	Japan	LTO TYPE3	LTO	400GB
LTO Ultrium3 WORM	Americas	LTO TYPE3 WORM	LTO	400GB

² Product to be launched in September 2007.

1-6

Product	Region	Grade	Type	Length/Capacity
LTO Ultrium3 WORM	Europe	LTO TYPE3 WORM	LTO	400GB
LTO Ultrium3 WORM	Japan	LTO TYPE3 WORM	LTO	400GB
LTO Ultrium3 WORM	Europe	LTO TYPE3 WORM	LTO	400GB
LTO Ultrium4	Americas	LTO TYPE4	LTO	800GB
LTO Ultrium4	Europe	LTO TYPE4	LTO	800GB
LTO Ultrium4	Japan	LTO TYPE4	LTO	800GB
LTO Ultrium4	Europe	LTO TYPE4	LTO	800GB
LTO Ultrium4 WORM	Americas	LTO TYPE4	LTO	800GB
LTO Ultrium4 WORM	Europe	LTO TYPE4	LTO	800GB
LTO Ultrium4 WORM	Japan	LTO TYPE4	LTO	800GB
LTO Ultrium4 WORM	Europe	LTO TYPE4	LTO	800GB
LTO Universal Cleaning Cartridge	Asia	LTO CLEANER	LTO	—
LTO Universal Cleaning Cartridge	Americas	LTO CLEANER	LTO	—
LTO Universal Cleaning Cartridge	Europe	LTO CLEANER	LTO	—
LTO Universal Cleaning Cartridge	Japan	LTO CLEANER	LTO	—
		Other
D1480A	Japan	D1480	D1480/90	210MB
D1490E	Europe	D1490E	D1480/90	810MB
D1490E	Japan	D1490E	D1480/90	810MB
D1490E	Europe	D1490E	D1480/90	810MB
D1490E	Asia	D1490E	D1480/90	810MB
D3	Japan	D3 STD STYPE	D3	46min
D3	Japan	D3 STD MTYPE	D3	90min
D3	Japan	D3 STD LTYPE	D3	180min
HD D5	Japan	D5 HD MTYPE	D5	30min
HD D5	Japan	D5 HD MTYPE	D5	64min
HD D5	Japan	D5 HD LTYPE	D5	120min

1-7

EXHIBIT II

Initial Product Prices

1.	Methodology for Initial Product Prices
	**

^** The appearance of a double asterisk denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

II-1

2. List of Initial Product Prices

^**

^** The appearance of a double asterisk denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

II-2

EXHIBIT III

Product Pricing Formula

Unless other prices are specifically agreed to by the parties on a case-by-case basis, TDK’s price for supplying the Product will be those prices set by the parties as follows:

^**

^** The appearance of a double asterisk denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

III-1

EXHIBIT IV

Delivery Ports

^**

^** The appearance of a double asterisk denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

IV-1

EXHIBIT V

Product Specifications

^**

^** The appearance of a double asterisk denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

V-1

EXHIBIT VI

Packaging Specifications

^**

^** The appearance of a double asterisk denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

VI-1

EXHIBIT VII

TDK Product Categories

^**

^** The appearance of a double asterisk denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

VII-1