EMPLOYEE MATTERS AGREEMENT by and among ADEIA INC. and XPERI INC. dated as of October 1, 2022Employee Matters Agreement • October 6th, 2022 • Xperi Inc. • Services-prepackaged software • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of October 1, 2022, by and among Adeia Inc., a Delaware corporation (“RemainCo”) and Xperi Inc., a Delaware corporation and a subsidiary of RemainCo (“SpinCo”). RemainCo and SpinCo are sometimes referred to herein individually as a “Party,” and collectively as the “Parties”. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement, shall have the meaning given to such terms in the Separation and Distribution Agreement by and between the Parties, dated as of October 1, 2022 (the “Separation Agreement”).
TAX MATTERS AGREEMENT by and between ADEIA INC. and XPERI INC. Dated as of October 1, 2022Tax Matters Agreement • October 6th, 2022 • Xperi Inc. • Services-prepackaged software • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is dated as of October 1, 2022, by and between Adeia Inc. (f/k/a Xperi Holding Corporation), a Delaware corporation (“IP RemainCo”), and Xperi Inc. (f/k/a TiVo Product HoldCo Corporation), a Delaware corporation (“Product SpinCo”). Each of IP RemainCo and Product SpinCo is sometimes referred to herein as a “Party” and collectively, as the “Parties.”
TRANSITION SERVICES AGREEMENT by and between ADEIA INC. and XPERI INC. Dated October 1, 2022Transition Services Agreement • October 6th, 2022 • Xperi Inc. • Services-prepackaged software • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of October 1, 2022 (the “Effective Date”), by and between Adeia Inc., a Delaware corporation (“Service Recipient”), and Xperi Inc., a Delaware corporation (“Service Provider”). Each of Service Recipient and Service Provider is sometimes referred to herein as a “Party” and collectively, as the “Parties.”
DATA SHARING AGREEMENT by and between ADEIA INC. and XPERI INC. Dated October 1, 2022Data Sharing Agreement • October 6th, 2022 • Xperi Inc. • Services-prepackaged software • Delaware
This DATA SHARING AGREEMENT (this “Agreement”), dated as of October 1, 2022 (the “Effective Date”), by and between Adeia Inc., a Delaware corporation (“IP RemainCo”), and Xperi Inc., a Delaware corporation (“Product SpinCo”). Each of IP RemainCo and Product SpinCo is sometimes referred to herein as a “Party” and collectively, as the “Parties.”
SEPARATION AND DISTRIBUTION AGREEMENT by and between ADEIA INC. and XPERI INC. Dated as of October 1, 2022Separation and Distribution Agreement • October 6th, 2022 • Xperi Inc. • Services-prepackaged software • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of October 1, 2022, by and between Adeia Inc. (f/k/a Xperi Holding Corporation), a Delaware corporation (“IP RemainCo”) and Xperi Inc. (f/k/a TiVo Product HoldCo Corporation), a Delaware corporation (“Product SpinCo”). Each of IP RemainCo and Product SpinCo is sometimes referred to herein as a “Party” and collectively, as the “Parties.”
CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.] CROSS BUSINESS LICENSE AGREEMENT BETWEEN XPERI INC. AND...Cross Business License Agreement • October 6th, 2022 • Xperi Inc. • Services-prepackaged software • Delaware
This CROSS BUSINESS LICENSE AGREEMENT (this “Agreement”) is effective as of October 1, 2022 (the “Effective Date”), by and between Xperi Inc. (f/k/a TiVo Product HoldCo Corporation), a corporation organized under the laws of Delaware, whose principal place of business is located at 2160 Gold Street, San Jose, CA 95002 (“ProductCo”) on behalf of itself and its Affiliates, Adeia Inc. (f/k/a Xperi Holding Corporation), a corporation organized under the laws of Delaware (“Adeia”) on behalf of itself and its Affiliates, Adeia Media LLC (f/k/a Rovi LLC), a limited liability company organized under the laws of Delaware (“Adeia Media”) on behalf of itself and its Affiliates, and Adeia Media Holdings LLC (f/k/a TiVo LLC), a limited liability company organized under the laws of Delaware (“Adeia Media Holdings”) on behalf of itself and its Affiliates, each of whose principal place of business is located at 3025 Orchard Parkway, San Jose, CA 95134 (Adeia, Adeia Media and Adeia Media Holdings colle
