Exhibit 10.68
AMENDMENT TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement, dated February 9, 1996, by and between
XXX Xxxxxxxxxxx, together with each of its subsidiaries, affiliates, successors,
assigns, officers, directors, employees, agents and attorneys ("EMC") and MTI
Technology Corporation, together with each of its subsidiaries, affiliates,
successors, assigns, officers, directors, employees, agents and attorneys
("MTI") is hereby amended by the parties ("Agreement"), for good and valid
consideration, as follows:
1. EMC hereby agrees to pay MTI the total amount of five million eight
hundred fifty seven thousand one hundred forty three dollars ($5,857,143.00), by
wire transfer, on or before April 2,2003. MTI agrees that such payment fully
satisfies all obligations, including without limitation all payment obligations,
of EMC under the Agreement, and that, to the full extent allowable under the
Agreement, all rights title and interest in the Issued Patents, Licensed Patents
and all Patent Rights and/or all other rights, titles or interests pursuant the
Agreement shall transfer to EMC.
2. MTI shall not initiate or maintain any action involving any claim
for patent infringement against EMC with respect to MTI Patents, and MTI hereby
grants EMC immunity from suit for patent infringement with respect to MTI
Patents. The term "MTI Patents" is defined as all patents and patent
applications, anywhere in the world, owned by, controlled by, or licensed to
MTI, as of the date hereof for which MTI has or will have the right to xxx,
including without limitation, all patents and applications identified in the
Agreement ,all patents and applications identified in the letter dated August 5,
2002 attached hereto as Exhibit 1and all divisional, continuations, substitute,
renewal, reissue and all other applications for such patents which have been or
shall be filed in the United States and all foreign countries.
3. This amendment does not create any licensing rights beyond the scope
of those contained in the original Asset Purchase Agreement dated February 9,
1996.
4. MTI shall not assign or transfer any of the MTI Patents unless such
assignment or transfer is made subject to the terms of this Agreement, including
without limitation, the covenant not to xxx as set forth in Section 2 herein.
Any attempted assignment or transfer in derogation of the foregoing shall be
void.
MTI TECHNOLOGY CORPORATION XXX XXXXXXXXXXX
By: By:
/s/ Xxxx Xxxxxxx /s/ Xxxxxxxx X. Xxxxxxxxxx
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Signature Signature
Xxxx Xxxxxxx Xxxxxxxx X. Xxxxxxxxxx
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Printed Name and Title Printed Name and Title
4/1/03 4/1/03
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Date Date
