Apple (AAPL)

[**] = information redacted pursuant to a confidential treatment request.  Such omitted information has been filed separately with the Securities and Exchange Commission.

principles and the action shall be brought in a court of competent jurisdiction in the State of New York, in which event both parties hereby consent to the exclusive personal jurisdiction of, and waive any venue objections against any such court.  If IBM commences any action against Apple relating to or arising out of this Agreement, the substantive laws of the State of California shall be applied exclusively to govern this Agreement without regard to conflict of law principles and the action shall be brought in a court of competent jurisdiction in the State of California, in which event both parties hereby consent to the exclusive personal jurisdiction of, and waive any venue objections against any such court.  If, notwithstanding the foregoing, a New York or California court’s judgment (with respect to either the underlying action or any counterclaim) is not enforceable against a party, the other party may bring such an action in any court of competent jurisdiction.  Neither party will bring a legal action against the other more than one (1) year after the cause of action has been, or reasonably should have been, discovered, except for actions for non-payment of amounts due pursuant to this Agreement (including actions for non-payment of amounts due under Sections 11 and 14) or to enforce intellectual property rights.

21.4         Apple may assign its rights or delegate its obligations without the prior written consent of IBM only in connection with a merger or a sale of all or substantially all of its assets to a third party reasonably determined by Apple to be creditworthy.  IBM may assign its rights or delegate its obligations without the prior written consent of Apple only in connection with a merger or a sale of all or substantially all of the assets of the IBM Microelectronics Division or any successor business unit thereof relating to the subject matter of the Agreement to a third party reasonably determined by IBM to be capable of fulfilling IBM’s obligations hereunder, provided that IBM may freely assign its rights to receive payment from Apple hereunder to any third party.  IBM has the right to subcontract its responsibilities under this Agreement, provided that IBM remains responsible to Apple as provided in this Agreement with respect to such subcontracted responsibilities.

21.5         No delay or failure by either party to act in the event of a breach or default hereunder shall be construed as a waiver of that or any subsequent breach or default of any provision of this Agreement.

21.6         If any part, term or provision of this Agreement is declared unlawful or unenforceable by judicial determination, the remainder of this Agreement shall remain in full force and effect and the parties will agree upon a valid replacement provision with like economic effect and intent.

21.7         Any terms of this Agreement which by their nature extend beyond expiration or termination of this Agreement shall remain in effect until fulfilled and shall bind the parties and their legal representatives, successors, heirs and assigns.

21.8         The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

[**] = information redacted pursuant to a confidential treatment request.  Such omitted information has been filed separately with the Securities and Exchange Commission.

21.9         The UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

21.10       Each IBM Product is manufactured from new, or new and used parts.  In some cases, the Product may not be new and may have been previously installed. Regardless of the Product’s production status, IBM’s warranty terms and conditions apply.  Where a type of service involves the exchange of a Product or part, the replacement may not be new, but will be in good working order.

21.11       Publicity and Corporate Communications.  Neither party will issue or authorize any press release or publicity regarding the Agreement or its subject matter without the other’s prior written approval, with the following limited exceptions:  (i) Apple will publicly announce no later than January 2003 that it is committed to PowerPC as its strategic platform and that IBM will continue to be a strategic supplier, (ii) Apple may make warranties or representations regarding the Products on its own behalf provided they are consistent with those made by IBM or supported by Apple’s own test results or analysis, and (iii) Apple may market systems containing the Products, and make representations and warranties on its own behalf about the performance of the Products in those systems. This provision is not intended to limit either party’s right to disclose this Agreement or the relationship of the parties to regulatory agencies or as otherwise required by law.

21.12       This Agreement is not intended to and does not benefit any party except IBM (including the Plant) and Apple (including its Authorized Purchasers).

21.13       Neither party will have the power, and will not hold itself out as having the power, to act for or in the name of or to bind the other party.

21.14       Senior-Level Communications.  Apple’s CEO and IBM’s Sr. VP, Technology Group or their designees or successors will meet at least once each quarter to have an open and frank discussion on the state of the relationship, including any changes in direction.  The parties acknowledge that the schedules of these individuals can be difficult to coordinate, and for that reason the parties agree that a failure to meet during a particular quarter will not constitute a breach of this Agreement.

[**] = information redacted pursuant to a confidential treatment request.  Such omitted information has been filed

separately with the Securities and Exchange Commission.

Exhibit 1:  Related Company Agreement Template

[**] = information redacted pursuant to a confidential
treatment request.  Such omitted
information has been filed separately with the Securities and Exchange
Commission.

principles
and the action shall be brought in a court of competent jurisdiction in the
State of New York, in which event both parties hereby consent to the
exclusive personal jurisdiction of, and waive any venue objections against any
such court.  If IBM
commences any action against Apple relating to or arising out of this
Agreement, the substantive laws of the State of California shall be applied
exclusively to govern this Agreement without regard to conflict of law
principles and the action shall be brought in a court of competent jurisdiction
in the State of California, in which event both parties hereby consent to the
exclusive personal jurisdiction of, and waive any venue objections against any
such court.  If, notwithstanding
the foregoing, a New York or California court’s judgment (with respect to
either the underlying action or any counterclaim) is not enforceable against a
party, the other party may bring such an action in any court of competent
jurisdiction.  Neither party will bring
a legal action against the other more than one (1) year after the cause of
action has been, or reasonably should have been, discovered, except for actions
for non-payment of amounts due pursuant to this Agreement (including actions
for non-payment of amounts due under Sections 11 and 14) or to enforce intellectual
property rights.

21.4         Apple may assign its rights or delegate
its obligations without the prior written consent of IBM only in connection
with a merger or a sale of all or substantially all of its assets to a third
party reasonably determined by Apple to be creditworthy.  IBM may assign its rights or delegate its
obligations without the prior written consent of Apple only in connection with
a merger or a sale of all or substantially all of the assets of the IBM Microelectronics
Division or any successor business unit thereof relating to the subject matter
of the Agreement to a third party reasonably determined by IBM to be capable of
fulfilling IBM’s obligations hereunder, provided that IBM may freely assign its
rights to receive payment from Apple hereunder to any third party.  IBM has the right to subcontract its
responsibilities under this Agreement, provided that IBM remains responsible to
Apple as provided in this Agreement with respect to such subcontracted responsibilities.

21.5         No delay or failure by either party to
act in the event of a breach or default hereunder shall be construed as a
waiver of that or any subsequent breach or default of any provision of this
Agreement.

21.6         If any part, term or provision of this
Agreement is declared unlawful or unenforceable by judicial determination, the
remainder of this Agreement shall remain in full force and effect and the
parties will agree upon a valid replacement provision with like economic effect
and intent.

21.7         Any terms of this Agreement which by
their nature extend beyond expiration or termination of this Agreement shall
remain in effect until fulfilled and shall bind the parties and their legal
representatives, successors, heirs and assigns.

21.8         The headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.

[**] = information redacted pursuant to a confidential
treatment request.  Such omitted
information has been filed separately with the Securities and Exchange Commission.

21.9         The UN Convention on Contracts for the International Sale of
Goods shall not apply to this Agreement.

21.10       Each IBM Product is manufactured from
new, or new and used parts.  In some
cases, the Product may not be new and may have been previously installed.
Regardless of the Product’s production status, IBM’s warranty terms and
conditions apply.  Where a type of
service involves the exchange of a Product or part, the replacement may not be
new, but will be in good working order.

21.11       Publicity
and Corporate Communications.  Neither
party will issue or authorize any press release or publicity regarding the
Agreement or its subject matter without the other’s prior written approval,
with the following limited exceptions: 
(i) Apple will publicly announce no later than January 2003 that it is
committed to PowerPC as its strategic platform and that IBM will continue to be
a strategic supplier, (ii) Apple may make warranties or representations
regarding the Products on its own behalf provided they are consistent with
those made by IBM or supported by Apple’s own test results or analysis, and
(iii) Apple may market systems containing the Products, and make
representations and warranties on its own behalf about the performance of the
Products in those systems. This provision is not intended to
limit either party’s right to disclose this Agreement or the relationship of
the parties to regulatory agencies or as otherwise required by law.

21.12       This Agreement is not intended to and does not benefit
any party except IBM (including the Plant) and Apple (including its Authorized
Purchasers).

21.13       Neither party will have the power, and will not hold
itself out as having the power, to act for or in the name of or to bind the
other party.

21.14       Senior-Level Communications.  Apple’s CEO and IBM’s Sr. VP, Technology
Group or their designees or successors will meet at least once each quarter to
have an open and frank discussion on the state of the relationship, including any
changes in direction.  The parties acknowledge
that the schedules of these individuals can be difficult to coordinate, and for
that reason the parties agree that a failure to meet during a particular
quarter will not constitute a breach of this Agreement.

[**] = information redacted pursuant to a confidential
treatment request.  Such omitted
information has been filed

separately with the Securities and Exchange
Commission.

Exhibit 1: 
Related Company Agreement Template