TRANSITION SERVICES AGREEMENTTransition Services Agreement • December 29th, 2008 • Hauppauge Digital Inc • Computer peripheral equipment, nec • New York
This TRANSITION SERVICES AGREEMENT (the “Agreement”) is made this 24th day of December, 2008 (the “Effective Date”), by and between Hauppauge Digital Europe S.a.r.l., PCTV Systems S.a.r.l. and Hauppauge Computer Works, Inc. (collectively, the “Buyer”), each a wholly owned subsidiary of Hauppauge Digital, Inc. and Avid Technology, Inc., Pinnacle Systems, Inc., Avid Technology GmbH, Avid Development GmbH and Avid Technology International BV (collectively, the “Seller”). Buyer and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 29th, 2008 • Hauppauge Digital Inc • Computer peripheral equipment, nec
This Amendment No. 1 to the Asset Purchase Agreement (this “Amendment”), is made as of December 23, 2008, by and among Avid Technology, Inc., a Delaware corporation (the “Parent”), Pinnacle Systems, Inc., a California corporation and a wholly owned subsidiary of the Parent (“Pinnacle”), Avid Technology GmbH, a limited liability company organized under the laws of Germany, Avid Development GmbH, a limited liability company organized under the laws of Germany, Avid Technology International BV (each a “Seller” and collectively with Parent and Pinnacle, the “Sellers”), and PCTV Corp., a Delaware corporation (the “Buyer”). The Sellers and the Buyer are sometimes referred to collectively as the “Parties.” Capitalized terms used and not otherwise defined herein shall have the respecting meanings assigned to such terms in the Agreement (as defined below).
INVENTORY AND PRODUCT RETURN AGREEMENTProduct Return Agreement • December 29th, 2008 • Hauppauge Digital Inc • Computer peripheral equipment, nec • New York
This Inventory and Product Return Agreement (this “Agreement”), dated December 24, 2008 (the “Effective Date”), is made between Avid Technology, Inc., a Delaware corporation and Avid Technology International BV, a Luxemburg corporation (collectively, the “Consignor”) and Hauppauge Computer Works, Inc. and Hauppauge Digital Europe S.a.r.l. (collectively, the “Consignee”). Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Asset Purchase Agreement (as defined below).
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • December 29th, 2008 • Hauppauge Digital Inc • Computer peripheral equipment, nec • New York
This Intellectual Property License Agreement (the “Agreement”) is effective as of the Closing Date (as defined herein), between Avid Technology, Inc., a Delaware corporation (“Parent”) and Pinnacle Systems, Inc., a California corporation and wholly owned subsidiary of Parent, (“Pinnacle” and together with Parent, individually and collectively, “Seller”), and PCTV Systems S.a.r.l., a Luxembourg company (“Buyer”).
