Assignment Agreement between EMC Corporation and MTI Technology Corporation (June 1, 2004)
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This agreement, dated June 1, 2004, is between EMC Corporation and MTI Technology Corporation. MTI assigns all its rights, title, and interest in certain patents and patent applications, listed in Annex A, to EMC. MTI guarantees it is the sole owner of these patents, free of any restrictions or claims, and agrees to provide all necessary documents and assistance to complete the transfer. The agreement is binding on both parties and benefits only them and their successors or permitted assigns.
EX-10.88 15 a99978exv10w88.txt EXHIBIT 10.88 EXHIBIT 10.88 ASSIGNMENT AGREEMENT ASSIGNMENT AGREEMENT ("Agreement") dated as of June 1,2004 by and between EMC Corporation ("EMC") and MTI Technology Corporation ("MTI"). In consideration of continuing discussions between EMC and MTI and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, EMC and MTI hereby agree as follows: MTI hereby assigns to EMC, all of MTI's right, title and interest in and to all patents and patent applications of MTI (the "Transferred Property"), including without limitation those patents and patent applications listed on Annex A to this Agreement. Each of EMC and MTI represents and warrants to the other that the execution, delivery and performance of this Agreement have duly authorized by all requisite corporate action of such party and that, upon such execution and delivery, this Agreement shall be binding and enforceable against such party. MTI represents and warrants to EMC that MTI is the sole owner of all Transferred Property and that no Transferred Property is subject to any encumbrance of any kind, including without limitation any license, cross license, covenant not to sue, consent, decree, stipulation, judgment, order, assignment of rights, royalty, payment or other similar restriction or obligation. MTI further represents and warrants to EMC that there is no pending or, to MTI's knowledge, threatened claim, suit, action or other proceeding relating to or arising in connection with any of the Transferred Property. MTI agrees that it will transfer to EMC any relevant documents or other tangible information relating to the Transferred Property and will execute any additional documents reasonably requested by EMC to give effect to the transactions contemplated hereby. Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon, or to give to, any person, firm, corporation or other entity, other than EMC, MTI and their respective successors and permitted assigns, any right or remedy under or by reason of this Agreement or any term, covenant or representation contained herein, and all of the terms, covenants, promises, representations and warranties and agreements contained in this Agreement shall be for the sole and exclusive benefit of EMC, MTI and their respective successors and permitted assigns. EMC CORPORATION By: /s/ Michael Cody -------------------------------------- Michael Cody Vice President, Corporate Development MTI TECHN0LOGY CORPORATION By: Thomas R. Raimondi, Jr. ------------------------------------- Thomas R. Raimondi, Jr. Chairman of the Board, President and CEO ANNEX A PATENTS AND PATENT APPLICATIONS
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