Common use of OBLIGATIONS AS TO ADDITIONAL SERVICES Clause in Contracts

OBLIGATIONS AS TO ADDITIONAL SERVICES. Except as set forth in the next sentence, Adaptec shall be obligated to perform, at a charge determined using the principles for determining fees under Section 5.1, any Additional Service that: (a) was provided by Adaptec immediately prior to the Separation Date and that Roxio reasonably believes was inadvertently or unintentionally omitted from the list of Services described in the Transition Service Schedules attached hereto, or (b) is in the reasonable opinion of the parties necessary or desirable to effectuate an orderly transition of the Roxio Business under the Master Separation and Distribution Agreement unless such performance would significantly disrupt Adaptec's operations or materially increase the scope of its responsibility under this Agreement. If Adaptec reasonably believes the performance of Additional Services required under subparagraphs (a) or (b) would significantly disrupt its operations or materially increase the scope of its responsibility under this Agreement, Adaptec and Roxio shall negotiate in good faith to establish terms under which Adaptec can provide such Additional Services, but Adaptec shall not be obligated to provide such Additional Services if, following good faith negotiation, the parties are unable to reach agreement on such terms.

OBLIGATIONS AS TO ADDITIONAL SERVICES. Except as set forth in the next sentence, Adaptec ESS shall be obligated to perform, at a charge determined using the principles for determining fees under Section 5.1, any Additional Service that: (ai) was provided by Adaptec ESS immediately prior to the Separation Distribution Date and that Roxio Vialta reasonably believes was inadvertently or unintentionally omitted from the list of Services described in the Transition Service Schedules attached hereto, or (bii) is in the reasonable opinion of the parties necessary or desirable to effectuate an orderly transition of the Roxio Business Vialta's business under the Master Separation and Distribution Agreement unless such performance would significantly disrupt AdaptecESS's operations or materially increase the scope of its responsibility under this Agreement. If Adaptec ESS reasonably believes the performance of Additional Services required under subparagraphs (ai) or (bii) would significantly materially and adversely disrupt its operations or materially increase the scope of its responsibility under this Agreement, Adaptec ESS and Roxio Vialta shall negotiate in good faith to establish terms under which Adaptec can ESS shall provide such Additional Services, but Adaptec ESS shall not be obligated to provide such Additional Services if, following good faith negotiation, the parties are unable to reach agreement on such terms.

OBLIGATIONS AS TO ADDITIONAL SERVICES. Except as set forth in the next sentence, Adaptec shall be obligated to perform, at a charge determined using the principles for determining fees under Section 5.1, any Additional Service that: (a) was provided by Adaptec immediately prior to the Separation Date and that Roxio reasonably believes was inadvertently or unintentionally omitted from the list of Services described in the Transition Service Schedules attached hereto, or (b) is in the reasonable opinion of the parties necessary or desirable to effectuate an orderly transition of the Roxio Business under the Master Separation and Distribution Agreement unless such performance would significantly disrupt Adaptec's operations or materially increase the scope of its responsibility under this Agreement. If Adaptec reasonably believes the performance of Additional Services required under subparagraphs (a) or (b) would significantly disrupt its operations or materially increase the scope of its responsibility under this Agreement, Adaptec and Roxio shall negotiate in good faith to establish terms under which Adaptec can provide such -3- <PAGE> Additional Services, but Adaptec shall not be obligated to provide such Additional Services if, following good faith negotiation, the parties are unable to reach agreement on such terms.. ARTICLE 4