270 Legal [Sample Agreements]

IMN TRADEMARK LICENSE AGREEMENT

This IMN Trademark License Agreement (this “Agreement“) is made as of July 31, 2007, by and between IMN Data Storage Holdings C.V., a Dutch private limited partnership (”Licensee“), and TDK Corporation, a Japanese corporation (”Licensor“).

RECITALS

WHEREAS, the Licensor and Imation Corp. (”Imation“), are parties to an Acquisition Agreement, dated April 19, 2007 (the “Acquisition Agreement“) and a Supply Agreement, dated July 31, 2007 (the “Supply Agreement“);

WHEREAS, Licensee wishes to license from Licensor the right to use the Licensed Trademarks in the Territory (as defined below) on and in connection with Licensee’s marketing, promotion, distribution and sale of the Licensed Products (as defined below) and Licensor has agreed to license to Licensee the Licensed Trademarks for such purposes, subject to the terms and conditions hereof;

WHEREAS, Licensor and Licensee’s parent company, Imation, have entered into a similar Trademark License Agreement as of the date hereof in which Imation will license from Licensor the right to use the Licensed Trademarks in the United States on and in connection with its marketing, promotion, distribution and sale of the Licensed Products (the “Imation Agreement“);

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1 Certain Definitions. Capitalized terms used in this Agreement have the meanings set forth in Exhibit B.

1.2 Interpretation. Unless otherwise indicated to the contrary in this Agreement by the context or use thereof: (a) the words “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole and not to any particular Section, Article or paragraph hereof; (b) references in this Agreement to Sections, Articles or paragraphs refer to sections, articles or paragraphs of this Agreement;

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