VeriSign (VRSN)

1.3 Agreements Relating to Transfer of Transferred Assets.

(a) Seller shall electronically transfer all of the Transferred IP to Purchasers or an affiliate of Purchasers promptly following the Closing and shall not deliver any Transferred IP to Purchasers or any affiliate of Purchasers on any tangible medium. In the event any tangible Transferred Asset is inadvertently transferred to Purchasers together with any Transferred IP, such tangible asset shall be returned to Seller, the Transferred IP thereon shall be removed by Seller, Seller shall transfer such tangible Transferred Asset back to Purchasers without such Transferred IP, and Purchasers shall irretrievably remove such Transferred IP that was originally acquired on a tangible medium from Seller’s computers or other electronic media. Promptly following any electronic transmission of any Transferred IP, Seller shall execute and deliver to Purchaser a certificate in a form reasonably acceptable to Purchaser and containing, at a minimum, the following information: (i) the date of transmission; (ii) the time the transmission was commenced and concluded; (iii) the name of the individual who made the transmission; (iv) the signature of such individual; (v) a general description of the nature of the items transmitted sufficient to distinguish the transmission from other transmissions; and (vi) a certification that no Transferred IP was transferred to Purchasers or any affiliate of Purchasers on any tangible personal property.

(b) Except as expressly set forth in Section 1.3(c), Purchaser and Seller shall cooperate and work together to transfer promptly the Transferred Assets to Purchasers and shall take all other steps reasonably required to enable Purchasers to obtain possession of and good and valid title to, the Transferred Assets. Within five days after the Closing, each party will appoint a representative from its organization with appropriate technical expertise for the purpose of evaluating and transferring the Transferred Assets to Purchaser. Such individuals will consult with other members of each party’s organization as needed to accomplish such evaluation and transfer.

(c) For the avoidance of doubt, Seller may retain possession of the following Transferred Assets:

(i) subject to the parenthetical clause at the end of this sentence, any Transferred Assets that are necessary for the performance by Seller of its obligations under the Transition Services Agreement (as defined in Section 5.6(a)), solely for the use permitted under the Transition Services Agreement and only for the term of the Transition Services Agreement (it being understood that Seller shall deliver all such Transferred Assets to Purchasers promptly following the end of the term of the Transition Services Agreement and, subject to clauses “(ii),” “(iii)” and “(iv)” below, Seller shall promptly destroy any and all copies of such Transferred Assets that remain in the Seller’s possession following such delivery to Purchasers);

(ii) subject to the parenthetical clause at the end of this sentence, a copy of the Transferred IP that is expressly licensed by Purchaser to Seller pursuant to the terms of the License Agreement, solely for the use permitted under the License Agreement and only for the term of the License Agreement (it being understood that, subject to clause “(iii)” below, promptly following the end of the term of the License Agreement, Seller shall destroy any and all copies of such Transferred IP);

(iii) a copy of all contact information, files and other data possessed by Seller or any of Seller’s Subsidiaries solely to the extent related to the customers, merchants, reseller partners and processors of any of Seller’s businesses other than the Business and solely to the extent currently used in any of Seller’s businesses other than the Business (it being understood that: (A) subject to clause “(B)” of this sentence, any such information, files or other data may be used only to the extent necessary for the operation of Seller’s businesses other than the Business; and (B) any such information, files or other data that prior to the Closing was maintained as confidential information by Seller or any Subsidiary of Seller will be continued to be maintained as confidential information of Seller or any Seller Subsidiary following the Closing using the same standard of care and protection regarding non-disclosure as Seller and its Subsidiaries used prior to the Closing but in any event no less than a reasonable standard of care;

(iv) subject to the parenthetical clause at the end of this sentence, a copy of all Transferred Records that are financial records or information, financial files and other financial data related to the

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customers, merchants, reseller partners and processors of the Business solely to the extent necessary for (and for use solely for): (A) the preparation of tax returns and financial statements which are the responsibility of Seller; (B) the management and handling of any tax audits and tax disputes; (C) complying with any audit request; or (D) satisfying liabilities related to the Business that are not Assumed Liabilities (it being understood that: (1) such Transferred Records will only be accessible by financial and legal employees and advisors of Seller and its Subsidiaries having a need to access such Transferred Records to perform the obligations set forth above, and (2) with respect to any such Transferred Records that prior to the Closing were maintained as confidential information by Seller or any Subsidiary of Seller will be continued to be maintained as confidential information of Seller or any Seller Subsidiary following the Closing using the same standard of care and protection regarding non-disclosure as Seller and its Subsidiaries used prior to the Closing but in any event no less than a reasonable standard of care; and

(v) subject to the parenthetical clause at the end of this sentence, a copy of all Transferred Records applicable to (and for use solely for) complying with any subpoena or other investigative demand by any Governmental Body or for any civil litigation, provided that: (A) with respect to any Transferred Records that include, embody, incorporate, are derived from or relate to any of the Transferred IP, any such Transferred Records may be: (1) subject to clause “(3)” of this sentence, retained and available only to the internal and external legal counsel to Seller; (2) used solely for the defense of the legal proceedings referred to in Part 2.5(h) of the Disclosure Schedule or any other legal proceedings that may arise after the Closing; and (3) disclosed to a third party in connection with any legal proceedings referred to in this clause “(v)” only if: (w) Seller provides Purchaser with at least five business days prior notice of such proposed disclosure; (x) at the request of Purchaser, seeks a protective order or other appropriate protection with respect to such Transferred Records; (y) uses its reasonable best efforts to limit the disclosure of such Transferred Records to the greatest extent possible; and (z) uses its reasonable best efforts to cause such Transferred Records to be treated confidentially by each Person to whom they are disclosed; and (B) with respect to any other Transferred Records: (1) subject to clause “(2)” of this sentence, retained and available only to the internal and external legal counsel to Seller; and (2) disclosed to a third party only in connection with the legal proceedings referred to in this clause “(v)” and only if: (x) Seller provides Purchaser with at least five business days prior notice of such proposed disclosure; (y) Seller uses its reasonable best efforts to limit the disclosure of such Transferred Records to the greatest extent possible; and (z) Seller uses its reasonable best efforts to cause such Transferred Records to be treated confidentially by each Person to whom they are disclosed.