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EXHIBIT 10.19
XXXX OF SALE
This Xxxx of Sale ("Xxxx of Sale") is made as of this 12th day of November,
1998, by and between Jaycor Networks, Inc., a Delaware corporation ("JNI"), and
Adaptec, Inc., a Delaware corporation ("Adaptec").
WHEREAS, JNI and Adaptec are parties to that certain Asset Acquisition
Agreement, dated as of November 12, 1998 (the "Agreement"), pursuant to which
Adaptec is selling to JNI certain of Adaptec's assets;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1. Capitalized Terms. Unless otherwise defined herein, all capitalized terms
used herein shall have the meanings ascribed to them in the Agreement.
2. Assignment of Purchased Assets by Adaptec. Adaptec hereby transfers, sells,
assigns, conveys and sets over unto JNI, its successors and assigns forever,
all of its respective rights, title and interest in and to all of the
Purchased Assets on the terms and conditions contained in the Agreement.
3. Xxxx of Sale Binding. This Xxxx of Sale and the provisions herein contained
shall be binding upon and inure to the benefit of the parties hereto and to
their respective successors and assigns.
4. Governing Law. This Xxxx of Sale shall be governed by and construed in
accordance with the laws of the State of California without giving effect to
choice of law or conflicts of law rules or provisions.
IN WITNESS WHEREOF, the parties have executed and delivered this Xxxx of Sale
this 12th day of November, 1998.
JAYCOR NETWORKS, INC.
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx, President
ADAPTEC, INC.
By: /s/ XXXXX XXXXXXX
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(Print name and title)
