{"id":43418,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/general-assignment-and-assumption-agreement-3com-corp-and-palm.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"general-assignment-and-assumption-agreement-3com-corp-and-palm","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/general-assignment-and-assumption-agreement-3com-corp-and-palm.html","title":{"rendered":"General Assignment and Assumption Agreement &#8211; 3Com Corp. and Palm Inc."},"content":{"rendered":"<pre>\n                  General Assignment and Assumption Agreement\n\n\n                                    between\n\n\n\n                               3COM CORPORATION\n\n\n                                      and\n\n\n                                  PALM, INC.\n\n\n\n                             ______________, 2000\n\n \n                               TABLE OF CONTENTS\n\n \n \n                                                                                Page\n                                                                                ----\n                                                                              \nARTICLE I CONTRIBUTION AND ASSUMPTION........................................      1\n                                                                                        \n      Section 1.1    Contribution of Assets and Assumption of Liabilities....      1\n      Section 1.2    Palm Assets.............................................      2\n      Section 1.3    Palm Liabilities........................................      3\n      Section 1.4    The Non-US Plan.........................................      5\n      Section 1.5    Methods of Transfer and Assumption......................      5\n      Section 1.6    Governmental Approvals and Consents.....................      6\n      Section 1.7    Nonrecurring Costs and Expenses.........................      7\n      Section 1.8    Novation of Assumed Palm Liabilities....................      7\n                                                                                   \nARTICLE II LITIGATION........................................................      8\n                                                                                   \n      Section 2.1    Allocation..............................................      8\n      Section 2.2    Cooperation.............................................      8\n                                                                                        \nARTICLE III MISCELLANEOUS....................................................      9\n                                                                                        \n      Section 3.1    Entire Agreement........................................      9\n      Section 3.2    Governing Law...........................................      9\n      Section 3.3    Notices.................................................      9\n      Section 3.4    Parties in Interest.....................................      9\n      Section 3.5    Counterparts............................................     10\n      Section 3.6    Assignment..............................................     10\n      Section 3.7    Severability............................................     10\n      Section 3.8    Failure or Indulgence Not Waiver; Remedies Cumulative...     10\n      Section 3.9    Amendment...............................................     10\n      Section 3.10   Authority...............................................     10\n      Section 3.11   Interpretation..........................................     10\n      Section 3.12   Conflicting Agreements..................................     11\n                                                                                       \nARTICLE IV DEFINITIONS.......................................................     11\n                                                                                       \n      Section 4.1    3Com Group..............................................     11\n      Section 4.2    Action..................................................     11\n      Section 4.3    Affiliated Company......................................     11\n      Section 4.4    Ancillary Agreement.....................................     11\n      Section 4.5    Assets..................................................     11\n      Section 4.6    Contracts...............................................     13\n      Section 4.7    Delayed Transfer Assets.................................     13\n      Section 4.8    Distribution............................................     13\n      Section 4.9    Distribution Date.......................................     13\n      Section 4.10   Governmental Approvals..................................     13\n      Section 4.11   Governmental Authority..................................     13\n \n\n                                      -i-\n\n \n                               TABLE OF CONTENTS\n                                  (continued)\n\n \n \n                                                                                Page\n                                                                                ----\n                                                                              \n      Section 4.12   Indemnification and Insurance Matters Agreement.........     13\n      Section 4.13   Insurance Policies......................................     13\n      Section 4.14   Insured Palm Liabilities................................     13\n      Section 4.15   Intellectual Property...................................     14\n      Section 4.16   IPO Registration Statement..............................     14\n      Section 4.17   Liabilities.............................................     14\n      Section 4.18   Local Transfer Agreements...............................     14\n      Section 4.19   Non-US Plan.............................................     14\n      Section 4.20   OFLs....................................................     14\n      Section 4.21   Palm Balance Sheet......................................     15\n      Section 4.22   Palm Business...........................................     15\n      Section 4.23   Palm Contingent Gain....................................     15\n      Section 4.24   Palm Contingent Liability...............................     16\n      Section 4.25   Palm Contracts..........................................     16\n      Section 4.26   Palm Group..............................................     17\n      Section 4.27   Palm Pro Forma Balance Sheet............................     17\n      Section 4.28   Person..................................................     17\n      Section 4.29   Retained Payables.......................................     17\n      Section 4.30   Retained Receivables....................................     17\n      Section 4.31   Security Interest.......................................     17\n      Section 4.32   Separation..............................................     18\n      Section 4.33   Separation Agreement....................................     18\n      Section 4.34   Separation Date.........................................     18\n      Section 4.35   Subsidiary..............................................     18\n      Section 4.36   Taxes...................................................     18\n \n\n                                     -ii-\n\n \n                  GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT\n\n     This General Assignment and Assumption Agreement (this \"Agreement\") is\nentered into on _________, 2000 between 3Com Corporation, a Delaware corporation\n(\"3Com\"), and Palm, Inc., a Delaware corporation (\"Palm\").  Capitalized terms\nused herein and not otherwise defined herein shall have the meanings ascribed to\nsuch terms in Article IV hereof.\n\n                                    RECITALS\n\n     WHEREAS, 3Com hereby and by certain other instruments of even date herewith\ntransfers or will transfer to Palm effective as of the Separation Date, certain\nassets of the Palm Business owned by 3Com in accordance with the Master\nSeparation and Distribution Agreement dated as of December ___, 1999 between the\n3Com and Palm Computing, Inc., a California company (the \"Separation\nAgreement\").\n\n     WHEREAS, it is further intended between the parties that Palm assume\ncertain of the liabilities related to the Palm Business currently owed by 3Com,\nas provided in this Agreement, the Separation Agreement or the other agreements\nand instruments provided for in the Separation Agreement.\n\n     NOW, THEREFORE, in consideration of the foregoing and the covenants and\nagreements set forth below, the parties hereto agree as follows:\n     \n                                   ARTICLE I\n\n                          CONTRIBUTION AND ASSUMPTION\n    \n     Section 1.1    Contribution of Assets and Assumption of Liabilities.\n\n     (a)  Transfer of Assets.  Effective on the Separation Date, 3Com hereby\nassigns, transfers, conveys and delivers (or will cause any applicable\nSubsidiary to assign, transfer, convey and deliver) to Palm, or, pursuant to\nSection 1.4, to any applicable Palm Subsidiary, and Palm hereby accepts from\n3Com, or applicable 3Com Subsidiary, and agrees to cause its applicable Palm\nSubsidiary to accept, all of 3Com's and its applicable Subsidiaries' respective\nright, title and interest in Palm Assets, other than the Delayed Transfer\nAssets; provided, however, that any Palm Assets that are specifically assigned\nor transferred pursuant to another Ancillary Agreement shall not be assigned or\ntransferred pursuant to this Section 1.1(a).\n\n     (b)  Assumption of Liabilities.  Effective on the Separation Date, Palm\nhereby assumes and agrees faithfully to perform and fulfill (or will cause any\napplicable Subsidiary to assume, perform and fulfill), all the Palm Liabilities\nowed by 3Com, other than the Delayed Transfer Liabilities, in accordance with\ntheir respective terms. Thereafter, Palm shall be responsible (or will cause any\napplicable Subsidiary to be responsible) for all Palm Liabilities held by 3Com,\nregardless of when or where such Liabilities arose or arise, or whether the\nfacts on which they are based occurred prior to,\n\n \non or after the date hereof, regardless of where or against whom such\nLiabilities are asserted or determined (including any Palm Liabilities arising\nout of claims made by 3Com's or Palm's respective directors, officers,\nconsultants, independent contractors, employees or agents against any member of\nthe 3Com Group or the Palm Group) or whether asserted or determined prior to the\ndate hereof, and regardless of whether arising from or alleged to arise from\nnegligence, recklessness, violation of law, fraud or misrepresentation by any\nmember of the 3Com Group or the Palm Group or any of their respective directors,\nofficers, employees or agents.\n\n     (c)  Delayed Transfer Assets and Liabilities.  Each of the parties hereto\nagrees that the Delayed Transfer Assets will be assigned, transferred, conveyed\nand delivered, and the Delayed Transfer Liabilities will be assumed, in\naccordance with the terms of the agreements that provide for such assignment,\ntransfer, conveyance and delivery, or such assumption, after the date of this\nAgreement or as otherwise set forth on Schedule 1.1(c).  Following such\nassignment, transfer, conveyance and delivery of any Delayed Transfer Asset, or\nthe assumption of any Delayed Transfer Liability, the applicable Delayed\nTransfer Asset or Delayed Transfer Liability shall be treated for all purposes\nof this Agreement and the other Ancillary Agreements as a Palm Asset or as a\nPalm Liability, as the case may be.\n\n     (d)  Misallocated Assets.  In the event that at any time or from time to\ntime (whether prior to, on or after the Separation Date), any party hereto (or\nany member of such party's respective Group), shall receive or otherwise possess\nany Asset that is allocated to any other Person pursuant to this Agreement or\nany Ancillary Agreement, such party shall promptly transfer, or cause to be\ntransferred, such Asset to the Person so entitled thereto. Prior to any such\ntransfer, the Person receiving or possessing such Asset shall hold such Asset in\ntrust for any such other Person.\n\n     Section 1.2   Palm Assets.\n\n     (a)  Included Assets.  For purposes of this Agreement, \"Palm Assets\" shall\nmean (without duplication) the following Assets, except as otherwise provided\nfor in any other Ancillary Agreement or other express agreement of the parties:\n\n          (i)   all Assets reflected in the Palm Balance Sheet, subject to any\ndispositions of such Assets subsequent to the date of the Palm Balance Sheet;\n\n          (ii)  all Assets that have been written off, expensed or fully\ndepreciated that, had they not been written off, expensed or fully depreciated,\nwould have been reflected in the Palm Balance Sheet in accordance with the\nprinciples and accounting policies under which the Palm Balance Sheet was\nprepared;\n\n          (iii) all Assets acquired by 3Com or its Subsidiaries after the\ndate of the Palm Balance Sheet that would be reflected in the consolidated\nbalance sheet of Palm as of the Separation Date if such consolidated balance\nsheet was prepared using the same principles and accounting policies under which\nthe Palm Balance Sheet was prepared, including any business transaction\n\n                                      -2-\n\n \nprocessing that may occur on 3Com systems on behalf of Palm during the period\nbetween separation date to initialization of the processing systems required by\nPalm;\n          (iv)   all Assets that are used primarily by the Palm Business at the\nSeparation Date but are not reflected in the Palm Balance Sheet due to mistake\nor omission; provided, however, that no Asset shall be a Palm Asset requiring\nany transfer by 3Com unless Palm or its Subsidiaries have, on or before the\nfirst anniversary of the Distribution Date, given 3Com or its Subsidiaries\nnotice that such Asset is a Palm Asset;\n\n          (v)    all Palm Contingent Gains;\n\n          (vi)   all Palm Contracts;\n\n          (vii)  to the extent permitted by law and subject to the\nIndemnification and Insurance Matters Agreement, all rights of any member of the\nPalm Group under any of 3Com's Insurance Policies or other insurance policies\nissued by Persons unaffiliated with 3Com; and\n\n          (viii) all Assets that are expressly contemplated by this Agreement,\nthe Separation Agreement or any other Ancillary Agreement (or Schedule\n1.2(a)(xii) or any other Schedule hereto or thereto) as Assets to be transferred\nto Palm or any other member of the Palm Group.\n\n     (b) Excluded Assets.  For the purposes of this Agreement, \"Excluded\nAssets\" shall mean:\n\n          (i)    the Assets listed or described on Schedule 1.2(b)(i);\n          \n          (ii)   the Retained Receivables; and\n\n          (iii)  any Assets that are expressly contemplated by the Separation\nAgreement, this Agreement or any other Ancillary Agreement (or the Schedules\nhereto or thereto) as Assets to be retained by 3Com or any other member of the\n3Com Group.\n\n     Section 1.3   Palm Liabilities.\n\n     (a) Included Liabilities.  For the purposes of this Agreement, \"Palm\nLiabilities\" shall mean (without duplication) the following Liabilities, except\nas otherwise provided for in any other Ancillary Agreement or other express\nagreement of the parties:\n\n          (i)    all Liabilities reflected in the Palm Balance Sheet, subject to\nany discharge of such Liabilities subsequent to the date of the Palm Balance\nSheet;\n\n          (ii)   all Liabilities of 3Com or its Subsidiaries that arise after\nthe date of the Palm Balance Sheet that would be reflected in the consolidated\nbalance sheet of Palm as of the Separation Date if such consolidated balance\nsheet was prepared using the same principles and accounting policies under which\nthe Palm Balance Sheet was prepared;\n\n                                      -3-\n\n \n          (iii)  all Liabilities that are related primarily to the Palm Business\nat the Separation Date but are not reflected in the Palm Balance Sheet due to\nmistake or unintentional omission; provided, however, that no Liability shall be\nconsidered as a Palm Liability unless 3Com or its Subsidiaries, on or before the\nfirst anniversary of the Distribution Date, has given Palm or its Subsidiaries\nnotice that such Liability is a Palm Liability;\n\n          (iv)   all Palm Contingent Liabilities;\n          \n          (v)    all Liabilities (other than Liabilities for Taxes), whether\narising before, on or after the Separation Date, primarily relating to, arising\nout of or resulting from:\n\n                    (1) the operation of the Palm Business, as conducted at any\ntime prior to, on or after the Separation Date (including any Liability relating\nto, arising out of or resulting from any act or failure to act by any director,\nofficer, employee, agent or representative (whether or not such act or failure\nto act is or was within such Person's authority));\n\n                    (2) the operation of any business conducted by any member of\nthe Palm Group at any time after the Separation Date (including any Liability\nrelating to, arising out of or resulting from any act or failure to act by any\ndirector, officer, employee, agent or representative (whether or not such act or\nfailure to act is or was within such Person's authority)); or\n\n                    (3) any Palm Assets;\n\n          (vi)   all Liabilities relating to, arising out of or resulting from\nany of the terminated, divested or discontinued businesses and operations listed\nor described on Schedule 1.3(a)(vi); and\n\n          (vii)  all Liabilities that are expressly contemplated by this\nAgreement, Schedule 1.3(a)(vii), the Separation Agreement or any other Ancillary\nAgreement (or the Schedules hereto or thereto) as Liabilities to be assumed by\nPalm or any member of the Palm Group, and all agreements, obligations and\nLiabilities of any member of the Palm Group under this Agreement or any of the\nAncillary Agreements.\n\nNotwithstanding the foregoing, any Liabilities of any Subsidiaries of 3Com\nlisted on Schedule 2.1(b) of the Separation Agreement shall not be assumed\npursuant to Section 1.2(a), and the Palm Liabilities shall not include the\nExcluded Liabilities referred to in Section 1.3(b) below.\n\n     (b) Excluded Liabilities.  For the purposes of this Agreement, \"Excluded\nLiabilities\" shall mean:\n\n          (i)    all Liabilities listed or described in Schedule 1.3(b)(i);\n          \n          (ii)   the Retained Payables;\n\n                                      -4-\n\n \n          (iii)   all Insured Palm Liabilities;\n\n          (iv)    all Liabilities that are expressly contemplated by this\nAgreement, the Separation Agreement or any other Ancillary Agreement (or the\nSchedules hereto or thereto) as Liabilities to be retained or assumed by 3Com or\nany other member of the 3Com Group, and all agreements and obligations of any\nmember of the 3Com Group under the Separation Agreement, this Agreement or any\nother Ancillary Agreement.\n\n     Section 1.4  The Non-US Plan.  Each of 3Com and Palm shall take, and shall\ncause each member of its respective Group to take, such action as reasonably\nnecessary to consummate the transactions contemplated by the Non-US Plan\n(whether prior to, on or after the Separation Date). Notwithstanding anything in\nthis Agreement, the Separation Agreement or in any other Ancillary Agreement to\nthe contrary, no party to a Local Transfer Agreement shall be entitled to\nreceive or retain any Asset unless such party shall have paid any consideration\ncontemplated to be paid in connection therewith pursuant to the Non-US Plan.\n\n     Section 1.5  Methods of Transfer and Assumption.\n\n     (a)  Terms of Other Ancillary Agreements Govern.  The parties shall enter\ninto the other Ancillary Agreements, on or about the date of this Agreement. To\nthe extent that the transfer of any Palm Asset or the assumption of any Palm\nLiability is expressly provided for by the terms of any other Ancillary\nAgreement, the terms of such other Ancillary Agreement shall effect, and\ndetermine the manner of, the transfer or assumption. It is the intent of the\nparties that pursuant to Sections 1.1, 1.2 and 1.3, the transfer and assumption\nof all other Palm Assets and Palm Liabilities, other than Delayed Transfer\nAssets and Delayed Transfer Liabilities, shall be made effective as of the\nSeparation Date; provided, however, that circumstances in various jurisdictions\noutside the United States may require the transfer of certain Assets and the\nassumption of certain Liabilities to occur in such other manner and at such\nother time as the parties shall agree, as provided in Section 1.4 hereof.\n\n     (b)  Mistaken Assignments and Assumptions.  In addition to those transfers\nand assumptions accurately identified and designated by the parties to take\nplace but which the parties are not able to effect prior to the Separation Date,\nthere may exist (i) Assets that the parties discover were, contrary to the\nagreements between the parties, by mistake or omission, transferred to Palm or\n(ii) Liabilities that the parties discover were, contrary to the agreements\nbetween the parties, by mistake or omission, assumed by Palm. The parties shall\ncooperate in good faith to effect the transfer or re-transfer of such Assets,\nand\/or the assumption or re-assumption of such Liabilities, to or by the\nappropriate party and shall not use the determination that remedial actions need\nto be taken to alter the original intent of the parties hereto with respect to\nthe Assets to be transferred to or Liabilities to be assumed by Palm.  Each\nparty shall reimburse the other or make other financial adjustments (e.g.,\nwithout limitation, cash reserves) or other adjustments to remedy any mistakes\nor omissions relating to any of the Assets transferred hereby or any of the\nLiabilities assumed hereby.\n\n                                      -5-\n\n \n     (c)  Documents Relating to Other Transfers of Assets and Assumption of\nLiabilities.  In furtherance of the assignment, transfer and conveyance of Palm\nAssets and the assumption of Palm Liabilities set forth in Sections 1.5(a) and\n(b) and certain other Ancillary Agreements, simultaneously with the execution\nand delivery hereof or as promptly as practicable thereafter, (i) 3Com shall\nexecute and deliver, and shall cause its Subsidiaries in accordance with Local\nTransfer Agreements to execute and deliver, such bills of sale, stock powers,\ncertificates of title, assignments of contracts and other instruments of\ntransfer, conveyance and assignment as and to the extent necessary to evidence\nthe transfer, conveyance and assignment of all of 3Com's and its Subsidiaries'\nright, title and interest in and to the Palm Assets to Palm and (ii) Palm shall\nexecute and deliver to 3Com and its Subsidiaries such assumptions of contracts\nand other instruments of assumption as and to the extent necessary to evidence\nthe valid and effective assumption of the Palm Liabilities by Palm.\n\n     Section 1.6   Governmental Approvals and Consents.\n\n     (a)  Transfer In Violation of Laws.  If and to the extent that the valid,\ncomplete and perfected transfer assignment or novation to the Palm Group of any\nPalm Assets and Palm Liabilities (or from the Palm Group of any Non-Palm Assets)\nwould be a violation of applicable laws or require any Consent or Governmental\nApproval in connection with the Separation, the IPO or the Distribution, then,\nunless 3Com shall otherwise determine, the transfer, assignment or novation to\nor from the Palm Group, as the case may be, of such Palm Assets or Non-Palm\nAssets, respectively, shall be automatically deemed deferred and any such\npurported transfer, assignment or novation shall be null and void until such\ntime as all legal impediments are removed and\/or such Consents or Governmental\nApprovals have been obtained. Notwithstanding the foregoing, such Asset shall\nstill be considered a Palm Asset for purposes of determining whether any\nLiability is a Palm Liability; provided, however, that if such covenants or\nGovernmental Approvals have not been obtained within six months of the\nDistribution Date, the parties will use their reasonable commercial efforts to\nachieve an alternative solution in accordance with the parties' intentions.\n     \n     (b)  Transfers Not Consummated Prior to Separation Date.  If the transfer,\nassignment or novation of any Assets intended to be transferred or assigned\nhereunder, including pursuant to the Non-US Plan, is not consummated prior to or\non the Separation Date, whether as a result of the provisions of Section 1.6(a)\nor for any other reason, then the Person retaining such Asset shall thereafter\nhold such Asset for the use and benefit, insofar as reasonably possible, of the\nPerson entitled thereto (at the expense of the Person entitled thereto). In\naddition, the Person retaining such Asset shall take such other actions as may\nbe reasonably requested by the Person to whom such Asset is to be transferred in\norder to place such Person, insofar as reasonably possible, in the same position\nas if such Asset had been transferred as contemplated hereby and so that all the\nbenefits and burdens relating to such Palm Assets (or such Non-Palm Assets, as\nthe case may be), including possession, use, risk of loss, potential for gain,\nand dominion, control and command over such Assets, are to inure from and after\nthe Separation Date to the Palm Group (or the 3Com Group, as the case may be).\nIf and when the Consents and\/or Governmental Approvals, the absence of which\ncaused the deferral of transfer of any Asset pursuant to Section 1.6(a), are\nobtained, the transfer of\n\n                                      -6-\n\n \nthe applicable Asset shall be effected in accordance with the terms of this\nAgreement and\/or such other applicable Ancillary Agreement.\n\n     (c)  Expenses.  The Person retaining an Asset due to the deferral of the\ntransfer of such Asset shall not be obligated, in connection with the foregoing,\nto expend any money unless the necessary funds are advanced by the Person\nentitled to the Asset, other than reasonable out-of-pocket expenses, attorneys'\nfees and recording or similar fees, all of which shall be promptly reimbursed by\nthe Person entitled to such Asset.\n\n     Section 1.7   Nonrecurring Costs and Expenses.  Notwithstanding anything\nherein to the contrary, any nonrecurring costs and expenses incurred by the\nparties hereto to effect the transactions contemplated hereby which are not\nallocated pursuant to the terms of the Separation Agreement, this Agreement or\nany other Ancillary Agreement shall be the responsibility of the party which\nincurs such costs and expenses.\n\n     Section 1.8   Novation of Assumed Palm Liabilities.\n\n     (a)  Reasonable Commercial Efforts.  Each of 3Com and Palm, at the request\nof the other, shall use its reasonable commercial efforts to obtain, or to cause\nto be obtained, any consent, substitution, approval or amendment required to\nnovate (including with respect to any federal government contract) or assign all\nrights and obligations under agreements, leases, licenses and other obligations\nor Liabilities (including Palm OFLs) of any nature whatsoever that constitute\nPalm Liabilities or to obtain in writing the unconditional release of all\nparties to such arrangements other than any member of the Palm Group, so that,\nin any such case, Palm and its Subsidiaries will be solely responsible for such\nLiabilities; provided, however, that neither 3Com, Palm nor their Subsidiaries\nshall be obligated to pay any consideration therefor to any third party from\nwhom such consents, approvals, substitutions and amendments are requested.\n\n     (b)  Inability to Obtain Novation.  If 3Com or Palm is unable to obtain, or\nto cause to be obtained, any such required consent, approval, release,\nsubstitution or amendment, the applicable member of the 3Com Group shall\ncontinue to be bound by such agreements, leases, licenses and other obligations\nand, unless not permitted by law or the terms thereof (except to the extent\nexpressly set forth in this Agreement, the Separation Agreement or any other\nAncillary Agreement), Palm shall, as agent or subcontractor for 3Com or such\nother Person, as the case may be, pay, perform and discharge fully, or cause to\nbe paid, transferred or discharged all the obligations or other Liabilities of\n3Com or such other Person, as the case may be, thereunder from and after the\ndate hereof. 3Com shall, without further consideration, pay and remit, or cause\nto be paid or remitted, to Palm or its appropriate Subsidiary promptly all\nmoney, rights and other consideration received by it or any member of its\nrespective Group in respect of such performance (unless any such consideration\nis an Excluded Asset).  If and when any such consent, approval, release,\nsubstitution or amendment shall be obtained or such agreement, lease, license or\nother rights or obligations shall otherwise become assignable or able to be\nnovated, 3Com shall thereafter assign, or cause to be assigned, all its rights,\nobligations and other Liabilities thereunder or any rights or obligations of any\n\n                                      -7-\n\n \nmember of its respective Group to Palm without payment of further consideration\nand Palm shall, without the payment of any further consideration, assume such\nrights and obligations.\n\n\n                                  ARTICLE II \n                                  \n                                  LITIGATION\n\n     Section 2.1    Allocation. \n\n     (a) Litigation to Be Transferred to Palm. Notwithstanding any contrary\nprovisions in the Indemnification and Insurance Matters Agreement, on the\nSeparation Date, the responsibilities for management of the litigation\nidentified in a litigation disclosure letter (the \"Litigation Disclosure\nLetter\"), which will be delivered by 3Com to Palm on the Separation Date, shall\nbe transferred in their entirety from 3Com and its Subsidiaries to Palm and its\nSubsidiaries. As of the Separation Date and thereafter, Palm shall manage the\ndefense of such litigation and shall cause its applicable Subsidiaries to do the\nsame. 3Com and its Subsidiaries must first obtain the prior consent of Palm or\nits applicable Subsidiary for any action taken subsequent to the Separation Date\nin connection with the litigation identified in the Litigation Disclosure\nLetter, which consent cannot be unreasonably withheld or delayed. All other\nmatters relating to such litigation, including but not limited to\nindemnification for such claims, shall be governed by the provisions of the\nIndemnification and Insurance Matters Agreement.\n\n     (b) Litigation to be Defended by 3Com at Palm's Expense. Notwithstanding\nany contrary provisions in the Indemnification and Insurance Matters Agreement,\n3Com shall defend, and shall cause its applicable Subsidiaries to defend, the\nlitigation identified in the Litigation Disclosure Letter that is not delivered\nby 3Com to Palm on the Separation Date. All other matters relating to such\nlitigation, including but not limited to indemnification for such claims, shall\nbe governed by the provisions of the Indemnification and Insurance Matters\nAgreement .\n\n     Section 2.2    Cooperation. 3Com and Palm and their respective Subsidiaries\nshall cooperate with each other in the defense of any litigation covered under\nthis Article II and afford to each other reasonable access upon reasonable\nadvance notice to witnesses and Information (other than Information protected\nfrom disclosure by applicable privileges) that is reasonably required to defend\nthis litigation (as \"Information\" is defined pursuant to Section 5.4 of the\nSeparation Agreement). The foregoing agreement to cooperate includes, but is not\nlimited to, an obligation to provide access to qualified assistance to provide\ninformation, witnesses and documents to respond to discovery requests in\nspecific lawsuits. In such cases, cooperation shall be timely so that the party\nresponding to discovery may meet all court-imposed deadlines. The party\nrequesting information shall reimburse the party providing information\nconsistent with the terms of Section 5.4 of the Separation Agreement. The\nobligations set forth in this paragraph are more clearly defined in Section 5.4\nof the Separation Agreement.\n\n                                      -8-\n\n \n                                  ARTICLE III\n\n                                 MISCELLANEOUS\n\n     Section 3.1    Entire Agreement. This Agreement, the Separation Agreement,\nthe other Ancillary Agreements and the Exhibits and Schedules referenced or\nattached hereto and thereto, constitutes the entire agreement between the\nparties with respect to the subject matter hereof and shall supersede all prior\nwritten and oral and all contemporaneous oral agreements and understandings with\nrespect to the subject matter hereof.\n\n     Section 3.2    Governing Law. This Agreement shall be construed in\naccordance with and all Disputes hereunder shall be governed by the laws of the\nState of California, excluding its conflict of law rules and the United Nations\nConvention on Contracts for the International Sale of Goods. The Superior Court\nof Santa Clara County and\/or the United States District Court for the Northern\nDistrict of California shall have jurisdiction and venue over all Disputes\nbetween the parties that are permitted to be brought in a court of law pursuant\nto Section 5.9 of the Separation Agreement.\n\n     Section 3.3    Notices. Notices, offers, requests or other communications\nrequired or permitted to be given by either party pursuant to the terms of this\nAgreement shall be given in writing to the respective parties to the following\naddresses:\n\n                if to 3Com:\n                              3Com Corporation\n                              5400 Bayfront Plaza\n                              Santa Clara, California 95052\n                              Attention:  General Counsel\n                              Fax:  (408) 326-6434\n\n\n                if to Palm:\n                              Palm, Inc.\n                              5400 Bayfront Plaza\n                              Santa Clara, California 95052\n                              Attention:  General Counsel\n                              Fax:  (408) 326-6434\n\nor to such other address as the party to whom notice is given may have\npreviously furnished to the other in writing as provided herein. Any notice\ninvolving non-performance, termination, or renewal shall be sent by hand\ndelivery, recognized overnight courier or, within the United States, may also be\nsent via certified mail, return receipt requested. All other notices may also be\nsent by fax, confirmed by first class mail. All notices shall be deemed to have\nbeen given and received on the earlier of actual delivery or three (3) days from\nthe date of postmark.\n\n     Section 3.4    Parties in Interest. This Agreement, including the Exhibits\nand Schedules hereto, and the other documents referred to herein, shall be\nbinding upon and inure solely to the \n\n                                      -9-\n\n \nbenefit of each party hereto and their legal representatives and successors, and\nnothing in this Agreement, express or implied, is intended to confer upon any\nother Person any rights or remedies of any nature whatsoever under or by reason\nof this Agreement.\n\n     Section 3.5    Counterparts. This Agreement, including the Exhibits and\nSchedules hereto, and the other documents referred to herein, may be executed in\ncounterparts, each of which shall be deemed to be an original but all of which\nshall constitute one and the same agreement.\n\n     Section 3.6    Assignment. This Agreement shall inure to the benefit of and\nbe binding upon the parties hereto and their respective legal representatives\nand successors. This Agreement may not be assigned by any party hereto, without\nthe other party's express written consent.\n\n     Section 3.7    Severability. If any term or other provision of this\nAgreement or the Exhibits or Schedules attached hereto is determined by a\nnonappealable decision by a court, administrative agency or arbitrator to be\ninvalid, illegal or incapable of being enforced by any rule of law or public\npolicy, all other conditions and provisions of this Agreement shall nevertheless\nremain in full force and effect so long as the economic or legal substance of\nthe transactions contemplated hereby is not affected in any manner materially\nadverse to any party. Upon such determination that any term or other provision\nis invalid, illegal or incapable of being enforced, the parties hereto shall\nnegotiate in good faith to modify this Agreement so as to effect the original\nintent of the parties as closely as possible in an acceptable manner to the end\nthat transactions contemplated hereby are fulfilled to the fullest extent\npossible.\n\n     Section 3.8    Failure or Indulgence Not Waiver; Remedies Cumulative. No\nfailure or delay on the part of any party hereto in the exercise of any right\nhereunder shall impair such right or be construed to be a waiver of, or\nacquiescence in, any breach of any representation, warranty or agreement herein,\nnor shall any single or partial exercise of any such right preclude other or\nfurther exercise thereof or of any other right. All rights and remedies existing\nunder this Agreement or the Schedules or Exhibits attached hereto are cumulative\nto, and not exclusive of, any rights or remedies otherwise available.\n\n     Section 3.9    Amendment. No change or amendment will be made to this\nAgreement except by an instrument in writing signed on behalf of each of the\nparties to such agreement.\n\n     Section 3.10   Authority. Each of the parties hereto represents to the\nother that (a) it has the corporate or other requisite power and authority to\nexecute, deliver and perform this Agreement, (b) the execution, delivery and\nperformance of this Agreement by it have been duly authorized by all necessary\ncorporate or other action, (c) it has duly and validly executed and delivered\nthis Agreement, and (d) this Agreement is a legal, valid and binding obligation,\nenforceable against it in accordance with its terms subject to applicable\nbankruptcy, insolvency, reorganization, moratorium or other similar laws\naffecting creditors' rights generally and general equity principles.\n\n     Section 3.11   Interpretation. The headings contained in this Agreement, in\nany Exhibit or Schedule hereto and in the table of contents to this Agreement\nare for reference purposes only and \n\n                                      -10-\n\n \nshall not affect in any way the meaning or interpretation of this Agreement. Any\ncapitalized term used in any Schedule or Exhibit but not otherwise defined\ntherein, shall have the meaning assigned to such term in this Agreement. When a\nreference is made in this Agreement to an Article or a Section, Exhibit or\nSchedule, such reference shall be to an Article or Section of, or an Exhibit or\nSchedule to, this Agreement unless otherwise indicated.\n\n     Section 3.12   Conflicting Agreements. In the event of conflict between\nthis Agreement and any other Ancillary Agreement or other agreement executed in\nconnection herewith, the provisions of such other agreement shall prevail (other\nthan (i) as otherwise provided herein and (ii) the Separation Agreement).\n\n                                  ARTICLE IV\n\n                                  DEFINITIONS\n\n     Section 4.1    3Com Group. \"3Com Group\" means 3Com, each Subsidiary and\nAffiliated Company of 3Com (other than any member of the Palm Group) immediately\nafter the Separation Date, after giving effect to the Non-US Plan and each\nPerson that becomes a Subsidiary or Affiliate Company of 3Com after the\nSeparation Date.\n\n     Section 4.2    Action. \"Action\" means any demand, action, suit,\ncountersuit, arbitration, inquiry, proceeding or investigation by or before any\nfederal, state, local, foreign or international governmental authority or any\narbitration or mediation tribunal.\n\n     Section 4.3    Affiliated Company. \"Affiliated Company\" of any Person means\na Person that controls, is controlled by, or is under common control with such\nPerson. As used herein, \"control\" means the possession, directly or indirectly,\nof the power to direct or cause the direction of the management and policies of\nsuch entity, whether through ownership of voting securities or other interests,\nby contract or otherwise.\n\n     Section 4.4    Ancillary Agreement. \"Ancillary Agreement\" has the meaning\nset forth in Section 2.1 of the Separation Agreement.\n\n\n     Section 4.5    Assets. \"Assets\" means assets, properties and rights\n(including goodwill), wherever located (including in the possession of vendors\nor other third parties or elsewhere), whether real, personal or mixed, tangible,\nintangible or contingent, in each case whether or not recorded or reflected or\nrequired to be recorded or reflected on the books and records or financial\nstatements of any Person, including the following:\n\n             (i)    all accounting and other books, records and files whether in\npaper, microfilm, microfiche, computer tape or disc, magnetic tape or any other\nform;\n\n            (ii)    all apparatus, computers and other electronic data\nprocessing equipment, , automobiles, trucks, aircraft, rolling stock, vessels,\nmotor vehicles and other transportation \n\n                                      -11-\n\n \nequipment, special and general tools, test devices, prototypes and models and\nother tangible personal property, but excluding fixtures, machinery, equipment,\nfurniture and office equipment;\n\n           (iii)    all inventories of materials, parts, raw materials,\nsupplies, work-in-process and finished goods and products;\n\n            (iv)    all interests in real property of whatever nature, including\neasements, whether as owner, mortgagee or holder of a Security Interest, lessor,\nsublessor, lessee, sublessee or otherwise;\n\n            (vi)    all interests in any capital stock or other equity interests\nof any Subsidiary or any other Person; all bonds, notes, debentures or other\nsecurities issued by any Subsidiary or any other Person; all loans, advances or\nother extensions of credit or capital contributions to any Subsidiary or any\nother Person; and all other investments in securities of any Person;\n\n           (vii)    all license agreements, leases of personal property, open\npurchase orders for raw materials, supplies, parts or services, unfilled orders\nfor the manufacture and sale of products and other contracts, agreements or\ncommitments;\n\n           (vii)    all deposits, letters of credit and performance and surety\nbonds; \n\n          (viii)    all written technical information, data, specifications,\nresearch and development information, engineering drawings, operating and\nmaintenance manuals, and materials and analyses prepared by consultants and\nother third parties;\n\n            (ix)    all Intellectual Property and licenses from third Persons\ngranting the right to use any Intellectual Property;\n\n             (x)    all computer applications, programs and other software,\nincluding operating software, network software, firmware, middleware, design\nsoftware, design tools, systems documentation and instructions;\n\n            (xi)    all cost information, sales and pricing data, customer\nprospect lists, supplier records, customer and supplier lists, customer and\nvendor data, correspondence and lists, product literature, artwork, design,\ndevelopment and manufacturing files, vendor and customer drawings, formulations\nand specifications, quality records and reports and other books, records,\nstudies, surveys, reports, plans and documents;\n\n           (xii)    all prepaid expenses, trade accounts and other accounts and\nnotes receivables;\n\n          (xiii)    all rights under contracts or agreements, all claims or\nrights against any Person arising from the ownership of any Asset, all rights in\nconnection with any bids or offers and all claims, choses in action or similar\nrights, whether accrued or contingent;\n\n                                      -12-\n\n \n           (xiv)    all rights under insurance policies and all rights in the\nnature of insurance, indemnification or contribution;\n\n            (xv)    all licenses (including radio and similar licenses),\npermits, approvals and authorizations which have been issued by any Governmental\nAuthority;\n\n           (xvi)    cash or cash equivalents, bank accounts, lock boxes and\nother deposit arrangements; and\n\n           (xvi)    interest rate, currency, commodity or other swap, collar,\ncap or other hedging or similar agreements or arrangements.\n\n     Section 4.6    Contracts. \"Contracts\" means any contract, agreement, lease,\nlicense, sales order, purchase order, instrument or other commitment that is\nbinding on any Person or any part of its property under applicable law.\n\n     Section 4.7    Delayed Transfer Assets. \"Delayed Transfer Assets\" means any\nPalm Assets that are expressly provided in this Agreement, the Separation\nAgreement or any other Ancillary Agreement to be transferred after the date of\nthis Agreement.\n\n     Section 4.8    Distribution. \"Distribution\" means 3Com's pro rata\ndistribution to the holders of its common stock, $0.001 par value, following the\nIPO as provided in the Separation Agreement, of all of the shares of Palm common\nstock owned by 3Com.\n\n     Section 4.9    Distribution Date. \"Distribution Date\" has the meaning set\nforth in Section 4.1 of the Separation Agreement.\n\n     Section 4.10   Governmental Approvals. \"Governmental Approvals\" means any\nnotices, reports or other filings to be made, or any consents, registrations,\napprovals, permits or authorizations to be obtained from, any Governmental\nAuthority.\n\n     Section 4.11   Governmental Authority. \"Governmental Authority\" means any\nfederal, state, local, foreign or international court, government, department,\ncommission, board, bureau, agency, official or other regulatory, administrative\nor governmental authority.\n\n     Section 4.12   Indemnification and Insurance Matters Agreement.\n\"Indemnification and Insurance Matters Agreement\" means the Indemnification and\nInsurance Matters Agreement attached as Exhibit J to the Separation Agreement.\n\n     Section 4.13   Insurance Policies. \"Insurance Policies\" means insurance\npolicies pursuant to which a Person makes a true risk transfer to an insurer.\n\n     Section 4.14   Insured Palm Liabilities. \"Insured Palm Liabilities\" means\nany Palm Liability to the extent that (i) it is covered under the terms of\n3Com's Insurance Policies in effect \n\n                                      -13-\n\n \nprior to the Distribution Date and (ii) Palm is not a named insured under, or\notherwise entitled to the benefits of, such Insurance Policies.\n\n     Section 4.15   Intellectual Property. \"Intellectual Property\" means all\ndomestic and foreign patents and patent applications, together with any\ncontinuations, continuations-in-part or divisional applications thereof, and all\npatents issuing thereon (including reissues, renewals and re-examinations of the\nforegoing); design patents, invention disclosures; mask works; copyrights, and\ncopyright applications and registrations; Web addresses, trademarks, service\nmarks, trade names, and trade dress, in each case together with any applications\nand registrations therefor and all appurtenant goodwill relating thereto; trade\nsecrets, commercial and technical information, know-how, proprietary or\nconfidential information, including engineering, production and other designs,\nnotebooks, processes, drawings, specifications, formulae, and technology;\ncomputer and electronic data processing programs and software (object and source\ncode), data bases and documentation thereof; inventions (whether patented or\nnot); utility models; registered designs, certificates of invention and all\nother intellectual property under the laws of any country throughout the world.\n\n     Section 4.16   IPO Registration Statement. \"IPO Registration Statement\"\nmeans the registration statement on Form S-1 pursuant to the Securities Act of\n1933, as amended, to be filed with the Securities and Exchange Commission\nregistering the shares of common stock of Palm to be issued in the initial\npublic offering, together with all amendments thereto.\n\n     Section 4.17   Liabilities. \"Liabilities\" means all debts, liabilities,\nguarantees, assurances, commitments and obligations, whether fixed, contingent\nor absolute, asserted or unasserted, matured or unmatured, liquidated or\nunliquidated, accrued or not accrued, known or unknown, due or to become due,\nwhenever or however arising (including, without limitation, whether arising out\nof any Contract or tort based on negligence or strict liability) and whether or\nnot the same would be required by generally accepted principles and accounting\npolicies to be reflected in financial statements or disclosed in the notes\nthereto.\n\n     Section 4.18   Local Transfer Agreements. \"Local Transfer Agreements\"\nmeans the agreements necessary to effect the Non-US Plan (as defined in the\nSeparation Agreement).\n\n     Section 4.19   Non-US Plan. \"Non-US Plan\" has the meaning set forth in\nSection 5.8 of the Separation Agreement.\n\n     Section 4.20   OFLs. \"OFLs\" mean all liabilities, obligations,\ncontingencies, instruments and other Liabilities of any member of the 3Com Group\nof a financial nature with third parties existing on the date hereof or entered\ninto or established between the date hereof and the Separation Date, including\nany of the following:\n\n            (i)     foreign exchange contracts;\n\n           (ii)     letters of credit;\n\n                                      -14-\n\n \n            (iii)   guarantees of third party loans to customers;\n             \n             (iv)   surety bonds (excluding surety for workers' compensation\n                    self-insurance);\n              \n              (v)   interest support agreements on third party loans to\n                    customers;\n             \n             (vi)   performance bonds or guarantees issued by third parties;\n            \n            (vii)   swaps or other derivatives contracts; and\n           \n           (viii)   recourse arrangements on the sale of receivables or notes.\n     \n     Section 4.21   Palm Balance Sheet.  \"Palm Balance Sheet\" means the audited\nconsolidated balance sheet (including the notes thereto) of the Palm Business as\nof August 27, 1999, that is included in the IPO Registration Statement.\n\n     Section 4.22   Palm Business.  \"Palm Business\" means the business and\noperations of the business of Palm as described in the IPO Registration\nStatement and, except as otherwise expressly provided herein, any terminated,\ndivested or discontinued businesses or operations that at the time of\ntermination, divestiture or discontinuation primarily related to the Palm\nBusiness as then conducted.\n\n     Section 4.23   Palm Contingent Gain. \"Palm Contingent Gain\" means any claim\nor other right of a member of the 3Com Group or the Palm Group that primarily\nrelates to the Palm Business, whenever arising, against any Person other than a\nmember of the 3Com Group or the Palm Group, if and to the extent that (i) such\nclaim or right arises out of the events, acts or omissions occurring as of the\nSeparation Date (based on then existing law) and (ii) the existence or scope of\nthe obligation of such other Person as of the Separation Date was not\nacknowledged, fixed or determined in any material respect, due to a dispute or\nother uncertainty as of the Separation Date or as a result of the failure of\nsuch claim or other right to have been discovered or asserted as of the\nSeparation Date. A claim or right meeting the foregoing definition shall be\nconsidered a Palm Contingent Gain regardless of whether there was any Action\npending, threatened or contemplated as of the Separation Date with respect\nthereto. In the case of any claim or right a portion of which arises out of\nevents, acts or omissions occurring prior to the Separation Date and a portion\nof which arises out of events, acts or omissions occurring on or after the\nSeparation Date, only that portion that arises out of events, acts or omissions\noccurring prior to the Separation Date shall be considered a Palm Contingent\nGain. For purposes of the foregoing, a claim or right shall be deemed to have\naccrued as of the Separation Date if all the elements of the claim necessary for\nits assertion shall have occurred on or prior to the Separation Date, such that\nthe claim or right, were it asserted in an Action on or prior to the Separation\nDate, would not be dismissed by a court on ripeness or similar grounds.\nNotwithstanding the foregoing, none of (i) any Insurance Proceeds, (ii) any\nExcluded Assets, (iii) any reversal of any litigation or other reserve, or (iv)\nany matters relating to Taxes (which are governed by the Tax Sharing Agreement)\nshall be deemed to be a Palm Contingent Gain.\n\n                                      -15-\n\n \n     Section 4.24   Palm Contingent Liability. \"Palm Contingent Liability\" means\nany Liability, other than Liabilities for Taxes (which are governed by the Tax\nSharing Agreement), of a member of the 3Com Group or the Palm Group that\nprimarily relates to the Palm Business, whenever arising, to any Person other\nthan a member of the 3Com Group or the Palm Group, if and to the extent that (i)\nsuch Liability arises out of the events, acts or omissions occurring as of the\nSeparation Date and (ii) the existence or scope of the obligation of a member of\nthe 3Com Group or the Palm Group as of the Separation Date with respect to such\nLiability was not acknowledged, fixed or determined in any material respect, due\nto a dispute or other uncertainty as of the Separation Date or as a result of\nthe failure of such Liability to have been discovered or asserted as of the\nSeparation Date (it being understood that the existence of a litigation or other\nreserve with respect to any Liability shall not be sufficient for such Liability\nto be considered acknowledged, fixed or determined). In the case of any\nLiability a portion of which arises out of events, acts or omissions occurring\nprior to the Separation Date and a portion of which arises out of events, acts\nor omissions occurring on or after the Separation Date, only that portion that\narises out of events, acts or omissions occurring prior to the Separation Date\nshall be considered a Palm Contingent Liability. For purposes of the foregoing,\na Liability shall be deemed to have arisen out of events, acts or omissions\noccurring prior to the Separation Date if all the elements necessary for the\nassertion of a claim with respect to such Liability shall have occurred on or\nprior to the Separation Date, such that the claim, were it asserted in an Action\non or prior to the Separation Date, would not be dismissed by a court on\nripeness or similar grounds. For purposes of clarification of the foregoing, the\nparties agree that no Liability relating to, arising out of or resulting from\nany obligation of any Person to perform the executory portion of any contract or\nagreement existing as of the Separation Date, or to satisfy any obligation\naccrued under any Plan (as defined in the Employee Matters Agreement) as of the\nSeparation Date, shall deemed to be a Palm Contingent Liability. For purposes of\ndetermining whether a claim relating to the Year 2000 problem is a Palm\nContingent Liability, claims relating to products shipped prior to the\nSeparation Date shall be deemed to have arisen prior to the Separation Date.\n\n     Section 4.25   Palm Contracts. \"Palm Contracts\" means the following\ncontracts and agreements to which 3Com is a party or by which it or any of its\nAssets is bound, whether or not in writing, except for any such contract or\nagreement that is contemplated to be retained by 3Com or any member of the 3Com\nGroup pursuant to any provision of this Agreement or any other Ancillary\nAgreement:\n\n              (i)   any contract or agreement entered into in the name of, or\nexpressly on behalf of, any division or business unit of Palm;\n\n             (ii)   any contract or agreement that relates primarily to the Palm\nBusiness;\n\n            (iii)   any contract or agreement that is otherwise expressly\ncontemplated pursuant to this Agreement, the Separation Agreement or any of the\nother Ancillary Agreements to be assigned to Palm;\n\n                                      -16-\n\n \n             (iv)   any guarantee, indemnity, representation, warranty or other\nLiability of any member of the Palm Group or the 3Com Group in respect of any\nother Palm Contract, any Palm Liability or the Palm Business (including\nguarantees of financing incurred by customers or other third parties in\nconnection with purchases of products or services from the Palm Business); and\n\n              (v)   any Palm OFL.\n     \n     Section 4.26   Palm Group. \"Palm Group\" means Palm, each Subsidiary and\nAffiliated Company of Palm immediately after the Separation Date or that is\ncontemplated to be a Subsidiary or Affiliated Company of Palm pursuant to the\nNon-US Plan and each Person that becomes a Subsidiary or Affiliate Company of\nPalm after the Separation Date.\n\n\n     Section 4.27   Palm Pro Forma Balance Sheet. \"Palm Pro Forma Balance Sheet\"\nmeans the unaudited pro forma condensed consolidated balance sheet appearing in\nthe IPO Registration Statement.\n\n     Section 4.28   Person. \"Person\" means an individual, a partnership, a\ncorporation, a limited liability company, an association, a joint stock company,\na trust, a joint venture, an unincorporated organization and a governmental\nentity or any department, agency or political subdivision thereof.\n\n     Section 4.29   Retained Payables. \"Retained Payables\" means (i) all\naccounts payable and other obligations of payment for goods or services\npurchased, leased or otherwise received in the conduct of the Palm Business that\nas of the Separation Date are payable to a third Person by 3Com or any of 3Com's\nSubsidiaries, whether past due, due or to become due, including any interest,\nsales or use taxes, finance charges, late or returned check charges and other\nobligations of 3Com or any of 3Com's Subsidiaries with respect thereto, and any\nobligations related to any of the foregoing and (ii) all employee compensation\nLiabilities and other miscellaneous Liabilities for which an adjustment is made\nin the Palm Pro Forma Balance Sheet.\n\n     Section 4.30   Retained Receivables. \"Retained Receivables\" means (i) all\naccounts receivable and other rights to payment for goods or services sold,\nleased or otherwise provided in the conduct of the Palm Business that as of the\nSeparation Date are payable by a third Person to 3Com or any of 3Com's\nSubsidiaries, whether past due, due or to become due, including any interest,\nsales or use taxes, finance charges, late or returned check charges and other\nobligations of the account debtor with respect thereto, and any proceeds of any\nof the foregoing and (ii) all other miscellaneous Assets for which an adjustment\nis made in the Palm Pro Forma Balance Sheet.\n\n     Section 4.31   Security Interest. \"Security Interest\" means any mortgage,\nsecurity interest, pledge, lien, charge, claim, option, right to acquire, voting\nor other restriction, right-of-way, covenant, condition, easement, encroachment,\nrestriction on transfer, or other encumbrance of any nature whatsoever.\n\n                                      -17-\n\n \n     Section 4.32   Separation. \"Separation\" means the transfer and contribution\nfrom 3Com to Palm, and Palm's receipt and assumption of, directly or indirectly,\nsubstantially all of the Assets and Liabilities currently associated with the\nPalm Business and the stock, investments or similar interests currently held by\n3Com in subsidiaries and other entities that conduct such business.\n\n     Section 4.33   Separation Agreement. \"Separation Agreement\" means the\nMaster Separation and Distribution Agreement dated as of December ___, 1999, of\nwhich this is an Exhibit thereto.\n\n     Section 4.34   Separation Date. \"Separation Date\" means the effective date\nand time of each transfer of property, assumption of liability, license,\nundertaking, or agreement in connection with the Separation, which shall be\n12:01 a.m., Pacific Time, February 26, 2000, or such date as may be fixed by the\nBoard of Directors of 3Com.\n\n     Section 4.35   Subsidiary. \"Subsidiary\" of any Person means any corporation\nor other organization whether incorporated or unincorporated of which at least a\nmajority of the securities or interest having by the terms thereof ordinary\nvoting power to elect at least a majority of the board of directors or others\nperforming similar functions with respect to such corporation or other\norganization is directly or indirectly owned or controlled by such Person or by\nany one or more of its Subsidiaries, or by such Person and one or more of its\nSubsidiaries; provided, however that no Person that is not directly or\nindirectly wholly owned by any other Person shall be a Subsidiary of such other\nPerson unless such other Person controls, or has the right, power or ability to\ncontrol, that Person .\n\n     Section 4.36   Taxes. \"Taxes\" has the meaning set forth in the Tax Sharing\nAgreement.\n          \n                        [SIGNATURES ON FOLLOWING PAGE]\n\n                                      -18-\n\n \n     IN WITNESS WHEREOF, each of the parties has caused this General Assignment\nand Assumption Agreement to be executed on its behalf by its officers thereunto\nduly authorized on the day and year first above written.\n\n3COM CORPORATION                        PALM, INC.\n\n\nBy:________________________________     By:_____________________________________\n\nName:______________________________     Name:___________________________________\n\nTitle:_____________________________     Title:__________________________________\n\n                                      -19-\n\n \n                                SCHEDULES\n\nSchedule 1.1(c)          Delayed Transfer Assets and Liabilities\nSchedule 1.2(a)(xii)     Specific Palm Assets to be Transferred\nSchedule 1.2(b)(i)       Excluded Assets\nSchedule 1.3(a)(vi)      Divested Businesses Which Contain Liabilities to be \n                         Transferred to Palm\nSchedule 1.3(a)(vii)     Specific Palm Liabilities\nSchedule 1.3(b)(i)       Excluded Liabilities\n\n \n            Schedule 1.1(c) Delayed Transfer Assets and Liabilities\n\n                                      -21-\n\n \n          Schedule 1.2(a)(xii) Specific Palm Assets to be Transferred\n\n                                      -22-\n\n \n                      Schedule 1.2(b)(i) Excluded Assets\n\n                                      -23-\n\n \n   Schedule 1.3(a)(vi) Divested Businesses Which Contain Liabilities to be \n                              Transferred to Palm\n\n                                      -24-\n\n \n                Schedule 1.3(a)(vii) Specific Palm Liabilities\n\n                                      -25-\n\n \n                    Schedule 1.3(b)(i) Excluded Liabilities\n\n                                      -26-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6537,8451],"corporate_contracts_industries":[9508,9509],"corporate_contracts_types":[9622,9628],"class_list":["post-43418","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-3com-corp","corporate_contracts_companies-palm-inc","corporate_contracts_industries-technology__hardware","corporate_contracts_industries-technology__networking","corporate_contracts_types-planning","corporate_contracts_types-planning__separation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43418","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43418"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43418"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43418"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43418"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}