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**CONFIDENTIAL TREATMENT REQUESTED FOR INDICATED PORTIONS**
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06/12/95
PATENT LICENSE AGREEMENT ("PLA") effective as of
September 1,1994, between INTERNATIONAL BUSINESS
MACHINES CORPORATION, a New York Corporation
(hereinafter called "IBM"), and HUTCHINSON
TECHNOLOGY INCORPORATED, a Minnesota Corporation
(hereinafter called "HTI").
Whereas IBM and HTI are entering into a Technology Transfer and Development
Agreement ("TTDA") contemporaneously herewith.
Whereas each of IBM and HTI could require licenses under certain patents to
practice the technology of the TTDA.
Whereas each of IBM and HTI has, and expects to continue to have, the right
(as GRANTOR herein) to grant licenses to the other party (as GRANTEE herein)
under certain of these patents and each desires to acquire a nonexclusive
license under such patents of the other party.
Whereas each of IBM and HTI expects to continue research and development
which will produce further patents and each may require a nonexclusive license
under such patents of the other party.
In consideration of the premises and mutual covenants herein contained, IBM
and HTI agree as follows:
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Section 1. DEFINITIONS
1.1 "Information Handling System" shall mean any instrumentality or
aggregate of instrumentalities primarily designed to compute, classify, process,
transmit, receive, retrieve, originate, switch, store, display, manifest,
measure, detect, record, reproduce, handle, or utilize any form of information,
intelligence, or data for business, scientific, control or other purposes.
1.2 "IHS Product" shall mean an Information Handling System, any Supply or
any instrumentality or aggregate of instrumentalities (including, without
limitation, any component or subassembly) designed for incorporation in an
Information Handling System; provided, however, that a Manufacturing Apparatus
shall not be considered to be an IHS Product.
1.3 "Manufacturing Apparatus" shall mean, as to each party hereto, any
instrumentality primarily designed for use in the fabrication of an IHS Product
licensed herein to that party.
1.4 "Supply" shall mean, as to each party hereto, any article or matter
designed for use in or by, and designed to be effectively consumed in the course
of operation of another IHS Product licensed herein to that party.
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1.5 "Program" shall mean a plurality of instructions capable of being
compiled, executed or interpreted by an IHS Product, whether or not such
instructions are in a machine-readable form.
1.6 "Inductive Head" shall mean any magnetic transducer apparatus
including an inductive coil arranged in an inducing relationship with a magnetic
core structure primarily designed for reproducing, recording or erasing
information on, in or from a magnetic storage medium by transducing certain of
the magnetic characteristics of such medium to electrical signals, or vice
versa, which characteristics and signals are indicative of such information.
For the avoidance of doubt, Inductive Head shall not mean or include
Magnetoresistive Technology.
1.7 "Integrated Lead Suspension" shall mean a cantilever member which
is used for supporting one or more transducers, wherein the cantilever member
is located between said transducer (with or without Slider) and a supporting
member (typically an actuator or actuator arm), and wherein the cantilever
member has electrical leads (other than flex cables or wires, whose only
function is to carry electrical current, which are separately attached)
etched, plated or otherwise patterned into or on the surface of one or more
components of the cantilever member. Integrated Lead Suspension does not
include the Slider, the transducer, the supporting member, the actuator, the
actuator arm, [****CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION************************].
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1.8 "Slider" shall mean a structure primarily designed for supporting one
or more magnetic transducers in a transducing relationship with a moving storage
medium by having a surface maintained in contact with a surface of such moving
storage medium or in combination with the fluid flow generated by the movement
of such moving storage medium in close proximity above the surface of such
moving storage medium.
1.9 "Magnetoresistive Technology" shall mean any magnetic transducer
apparatus including a magnetic field sensor which exhibits a change in
electrical resistance as a function of the change in magnetic flux of a magnetic
field applied to the sensor, primarily designed for reproducing, recording, or
erasing information on, in or from a magnetic storage medium by transducing
certain of the magnetic characteristics of such medium to electrical signals, or
vice versa, which characteristics and signals are indicative of such
information. "Magnetoresistive Technology" shall also include any electrical or
electronic circuit primarily designed for use with such magnetic field sensor.
1.10 "Head Gimbal Assembly" shall mean the combination of an Integrated
Lead Suspension and at least one magnetic transducer (with or without a Slider),
wherein the magnetic transducer is interconnected with and supported by said
Integrated Lead Suspension in a manner allowing some degree of movement of the
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magnetic transducer about one or more orthogonal axes of rotation of the
Integrated Lead Suspension and movement of the Integrated Lead Suspension in a
plane perpendicular to the recording surface of a magnetic storage medium.
1.11 "Head Stack Assembly" shall mean the combination of one or more Head
Gimbal Assemblies (with or without a mounted Integrated Lead Suspension)
attached to at least one arm for use as or as part of an actuator for a Rotating
Magnetic Memory Product.
1.12 "Rotating Magnetic Memory Products" or "RMM Products" shall mean any
product primarily designed for recording and/or reproducing in magnetic form
information which is in digital form during motion of a rotating cylinder or
disk having a magnetizable surface, or any instrumentality or aggregate of
instrumentalities primarily designed for incorporation in a RMM Product.
1.13 "IBM Licensed Patents" shall mean the US patents and any patents
issuing or issued on the patent applications listed in Exhibit A, and any and
all non-US counterparts corresponding thereto and divisions, continuations,
reissues or extensions of such patents and patent applications; and the U.S.
patents licensed to HTI pursuant to Section 5.2 of this PLA, and any and all
non-US counterparts corresponding thereto and divisions, continuations, reissues
or extensions of such patents.
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1.14 "HTI Licensed Patents" shall mean all patents throughout the world,
including utility models and design patents issued or issuing on applications
entitled to an effective filing date prior to [***CONFIDENTIAL TREATMENT
REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION ***] under which patents or the applications therefor HTI or any
of its Subsidiaries now has, or hereafter obtains, the right to grant licenses
to IBM of or within the scope granted herein without such grant or the exercise
of rights thereunder resulting in the payment of royalties or other
consideration by HTI or its Subsidiaries to third parties (except for
payments between HTI and Subsidiaries of HTI, and payments to third parties
for inventions made by said third parties while employed by HTI or any of its
Subsidiaries). The term "HTI Licensed Patents" shall also include any
divisions, continuations, reissues or extensions on any of the aforesaid
patents.
1.15 "IBM Licensed Products" shall mean RMM Products.
1.16 "HTI Licensed Products" shall mean Integrated Lead Suspensions.
1.17 "Subsidiary" as to each company shall mean a corporation, company or
other entity:
1.17.1 more than fifty percent (50%) of whose outstanding shares or
securities (representing the right to vote for the election of directors or
other managing authority) are, now
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or hereafter, owned or controlled, directly or indirectly, by a party
hereto, but such corporation, company or other entity shall be deemed to be
a Subsidiary only so long as such ownership or control exists; or
1.17.2 which does not have outstanding share or securities, as may be
the case in a partnership, limited liability company, joint venture or
unincorporated association, but more than fifty percent (50%) of whose
ownership interest representing the right to make the decisions for such
corporation, company or other entity is, now or hereafter, owned or
controlled, directly or indirectly, by a party hereto, but such
corporation, company or other entity shall be deemed to be a Subsidiary
only so long as such ownership or control exists.
1.18 "Technology Transfer and Development Agreement" or "TTDA" shall mean
the agreement between IBM and HTI effective as of September 1, 1994 which
describes the relationship between IBM and HTI where the parties will cooperate
in the fields of development and manufacturing Integrated Lead Suspensions and
other fields as the parties otherwise agree.
1.19 "IBM/HTI License Agreements" shall mean the Technology Transfer and
Development Agreement and Patent License Agreement between IBM and HTI.
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[*****************************************************************************
****************CONFIDENTIAL TREATMENT REQUESTED; PORTION *************
OMITTED FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION
*****************************************************************************].
Section 2. LICENSES
2.1 Subject to the provisions of Sections 2.3, 2.4 and 2.5, IBM on behalf
of itself and its Subsidiaries grants to HTI a worldwide, fully paid-up,
nonexclusive license under the IBM Licensed Patents:
2.1.1 to make, use, lease, sell and otherwise transfer HTI Licensed
Products and to practice any method or process involved in the
manufacture or use thereof; and
2.1.2 to make and use Head Gimbal Assemblies and Head Stack Assemblies
solely for research, development, design and testing purposes.
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In the event that neither IBM nor any of its Subsidiaries has the right to grant
a license under any particular IBM Licensed Patent of the scope set forth above
in this Section 2, then the license granted herein under said IBM Licensed
Patent shall be of the broadest scope which IBM or any of its Subsidiaries has
the right to grant within the scope set forth above.
2.2 HTI on behalf of itself and its Subsidiaries grants to IBM a
worldwide, fully paid-up, nonexclusive license under the HTI Licensed Patents:
2.2.1 to make, use, lease, sell and otherwise transfer IBM Licensed Products
and to practice any method or process involved in the manufacture or use
thereof; and
2.2.2 to have made IBM Licensed Products by another manufacturer for the
use, lease, sale or other transfer by IBM.
In the event that neither HTI nor any of its Subsidiaries has the right to grant
a license under any particular HTI Licensed Patent of the scope set forth above
in this Section 2, then the license granted herein under said HTI Licensed
Patent shall be of the broadest scope which HTI or any of its Subsidiaries has
the right to grant within the scope set forth above.
2.3 Except as expressly set forth in Section 2.1.2, no license or immunity
is granted by IBM to HTI or its Subsidiaries, directly or by implication,
estoppel or otherwise for the
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combination of items licensed hereunder with other items or for the use of such
combination.
2.4 Except as expressly set forth in 2.1.2, no license is granted herein
to HTI or its Subsidiaries, directly or by implication, estoppel or otherwise,
to make, use, lease, sell and otherwise transfer, Inductive Heads, Head Gimbal
Assemblies, Magnetoresistive Technology, Head Stack Assemblies,
[****CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION****************************************]
nor to practice any method or process involved in the manufacture or use
thereof.
2.5 No license or immunity is granted by IBM to any third parties
acquiring items from HTI or its Subsidiaries, directly or by implication,
estoppel or otherwise for the combination of items licensed hereunder with other
items or for the use of such combination.
2.6 HTI hereby grants to IBM an option, at any time, to obtain a royalty-
bearing license under any patents owned or licensable by HTI which are entitled
to an effective filing date prior to [***CONFIDENTIAL TREATMENT REQUESTED;
PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION***], to make, have made, use, lease, sell or otherwise transfer
IHS Products, other than RMM Products, under IBM's then standard licensing
practice and on such standard terms and conditions, including royalty rates,
as IBM is then generally offering royalty-bearing licensees of IBM's patents at
the time such a license is requested, provided, however, the
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royalty rate shall be applied to and paid for only those portions of an IHS
Product sold by IBM that are covered by the claims of a patent licensed by HTI
pursuant to this option.
Section 3. EXTENSION OF LICENSE TO SUBSIDIARIES
3.1 The licenses granted herein shall include the right of the parties
hereto to sublicense their respective Subsidiaries and the right of such
sublicensed Subsidiaries to sublicense other Subsidiaries of the respective
parties. Each sublicensed Subsidiary shall be bound by the terms and conditions
of this PLA as if it were named herein in the place of the party with whom the
sublicense originated. If a Subsidiary ceases to be a Subsidiary and holds any
patents or patent applications under which a party hereto is licensed, such
licenses will continue for the life of such patents or patent applications. Any
sublicense granted to a Subsidiary shall terminate on the date such Subsidiary
ceases to be a Subsidiary.
3.2 In the event a sublicensed Subsidiary of one party hereto is an
Operating Subsidiary (as hereinafter defined) at the time it ceases to be a
Subsidiary, and, with the written approval of said one party, requests in
writing, within one hundred and eighty (180) days after ceasing to be a
Subsidiary, a license agreement with the other party hereto upon terms and
conditions substantially identical with the terms and conditions of this PLA
(except as hereinafter provided), the other party hereto agrees
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that it will enter into such license agreement forthwith. An Operating
Subsidiary shall be any Subsidiary of one party hereto which at the time it
ceases to be a Subsidiary has all of the following:
3.2.1 a line of marketable products;
3.2.2 patents or other intellectual property relating to the line of
marketable products;
3.2.3 tangible assets at least equivalent in value to the lesser of one
hundred million U.S. dollars ($100,000,000) or twenty percent (20% of the
total assets of the party of which it was formerly a Subsidiary; and
3.2.4 at the time of entry into such license agreement, it is not a
corporation, company or other entity:
3.2.4.1 more than fifty percent (50%) of whose outstanding shares or
securities (representing the right to vote for the election of directors or
other managing authority) are; or
3.2.4.2 which does not have outstanding shares or securities, as may be
the case in a partnership, limited liability company, joint venture or
unincorporated association, but more than fifty percent (50%) of whose
ownership interest representing the right to make the decisions for such
corporation, company or other entity is; owned or controlled, directly or
indirectly, by a third party.
Any such agreement with an Operating Subsidiary shall differ from this PLA in
the following respects:
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3.2.5 this Section 3.2 shall be omitted;
3.2.6 the name of the Operating Subsidiary shall be substituted for the
name of the party hereto of which it was formerly a Subsidiary; and
3.2.7 in the event that such Operating Subsidiary is or becomes
organized under the laws of a country different from that of the party
hereto of which it was formerly a Subsidiary, such license agreement
shall contain such additional terms and conditions (other than royalty
provisions) as may exist in patent license agreements between the
other party hereto and other entities organized under the laws of the
same country.
Section 4. TERM OF AGREEMENT
4.1 Except as provided for in Sections 4.2 and 4.3, the term of the PLA
and any licenses granted hereunder shall be from the effective date of this PLA
until the last to expire IBM Licensed Patents and HTI Licensed Patents.
4.2 In the event that more than fifty percent (50%) of the outstanding
shares or securities (representing the right to vote for the election of
directors or other managing authority) of one party hereto (the "Acquired
Party") hereafter become owned or controlled, directly or indirectly, by a third
party, said Acquired Party shall promptly give notice of such acquisition to the
other party. If said Acquired Party does not have
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outstanding shares or securities, such acquisition shall be deemed to occur if
more than fifty percent (50%) of its ownership interest representing the right
to make decisions for said party is acquired by said third party. All rights
granted hereunder to said one party together with any sublicenses theretofore
granted by said one party shall terminate on a termination date one hundred and
eighty (180) days after the date of such acquisition.
In the event of such acquisition,
4.2.1 all licenses granted herein to said other party under any patents
issuing on patent applications having an effective filing date subsequent
to said termination date and under said patent applications shall
terminate; and
4.2.2 said one party shall be entitled, upon request made within thirty
(30) days before or one hundred and eighty (180) days after the date of
such acquisition to a nontransferable, nonexclusive, royalty free license
under said other party's Licensed Patents (including the right to
sublicense its Subsidiaries) to make, use, lease and sell only Licensed
Products except that any such license agreement shall differ from this PLA
in the following respects:
4.2.2.1 the license grant to said one party in Section 2.1 or 2.2, as
the case may be, shall be limited in amount to annual sales equal to two
(2) times the sales of Licensed Products (IBM Licensed Products if IBM is
said Acquired Party or HTI Licensed Products if HTI is said Acquired
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Party) by said one party and its sublicensed Subsidiaries which are
included in such acquisition in the consecutive twelve-month period that
immediately precedes the date of such acquisition.
For purposes of Section 4.2.2, the term "Licensed Products" means Integrated
Lead Suspensions in the case where HTI is the Acquired Party and means RMM
Products in the case where IBM is the Acquired Party.
4.3 If either party shall fail to pay when due any amount required to be
paid under the TTDA and such failure shall not be cured as provided under said
TTDA, then the licenses granted to said party under this PLA are terminated as
of the effective date of said termination of the TTDA.
Section 5. WARRANTY
5.1 Each party represents and warrants that it has the full right and
power to grant the licenses set forth in Section 2 and that there are no
outstanding agreements, assignments or encumbrances inconsistent with the
provisions of said Sections or with any other provision of this PLA. Each party
(as a GRANTOR) further represents and warrants that prior to the execution of
this PLA it has informed the other party, in writing, of any patent or patent
application originating from inventions made by employees of GRANTOR or its
Subsidiaries, which patent or patent
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application is now owned by GRANTOR or its Subsidiaries and which patent or
patent application, owing to prior arrangements with third parties, does not, or
will not, qualify as a Licensed Patent, under which licenses are granted of the
full scope set forth in Section 2. Neither party makes any other
representations or warranties, express or implied, nor does either party assume
any liability in respect of any infringement of patents or other rights of third
parties owing to the other party's operation under the license herein granted.
5.2 If any patent applications [************************************
******************** CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION*********************
**************************************************************************
*******************]owned by IBM are filed on or after the date of this PLA,
but no later than [**CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION **] or are pending, but
not published, as of the date of this PLA and such patent applications
subsequently issue into patents; and
5.2.1 such patents have at least one claim which would be directly
infringed by the making, using or selling of an HTI Licensed Product; and
5.2.2 such claims do not cover the combination of such HTI Licensed
Product with other elements or products; then
5.2.3 upon written request from HTI to the IBM Director of Licensing at
any time prior to the later of [**CONFIDENTIAL TREATMENT REQUESTED; PORTION
OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION **] or
sixty (60) days after HTI is notified by IBM that
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such patent has issued, IBM will add such claims of such patent to Exhibit
A effective as of the effective date of such patent.
Section 6. COMMUNICATIONS
6.1 Any notice or other communication required or permitted to be made or
given to either party hereto pursuant to this PLA shall be sent to such party by
registered airmail (except that registered or certified mail may be used where
delivery is in the same country as mailing), postage prepaid, addressed to it at
its address set forth below, or to such other address as it shall designate by
written notice given to the other party and shall be deemed to have been made or
given on the date of mailing.
The addresses are as follows:
6.1.1 For mailing to IBM,
IBM Director of Licensing
International Business Machines Corporation
500 Columbus Avenue
Thornwood, NY 10594
6.1.2 For HTI,
President
Hutchinson Technology Incorporated
40 West Highland Park
Hutchinson, MN 55350
Section 7. ASSIGNMENTS
7.1 Neither party shall assign, or grant any right under, any of its
patents, or the applications therefor, which qualify as
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Licensed Patents unless such assignment or grant is made subject to the terms
and conditions of this PLA. Subject to the provisions of Section 3, neither
party shall assign any of its rights or privileges hereunder without the prior
written consent of the other party. Any attempted assignment in derogation of
the foregoing shall be void.
Section 8. KNOW-HOW AND TRADE SECRETS
8.1 No license or other right is granted herein to either party, directly
or by implication, estoppel or otherwise, with respect to any trade secrets or
know-how, except as specifically provided for in the TTDA and no such license or
other right shall arise from the consummation of this PLA or from any acts,
statements or dealings leading to such consummation. In addition, except as
specifically provided herein and under the TTDA and the Prior Confidential
Disclosure Agreements neither party is required hereunder to furnish or disclose
to the other party any technical or other information.
Section 9. APPLICABLE LAW
9.1 This PLA shall be construed, and the legal relations between the
parties hereto shall be determined, in accordance with the law of the State of
New York, United States of America.
Section 10. MISCELLANEOUS
10.1 Nothing contained in this PLA shall be construed as a
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warranty or representation by either party as to the validity or scope of any of
its Licensed Patents and either party is free to contest in any proceeding said
validity or scope.
10.2 Nothing contained in this PLA shall be construed as conferring any
right to use in advertising, publicity, or other promotional activities any
name, trade name, trademark, or other designation of either party hereto
(including any contraction, abbreviation or simulation of any of the foregoing);
and each party hereto agrees not to use or refer to this PLA or any provision
thereof in any promotional activity associated with apparatus licensed hereunder
(other than to confirm the existence and general scope of such licenses upon
inquiry by a bona fide customer or potential customer), without the express
written approval of the other party. To the extent that there is any
inconsistency or contradiction in terms between the PLA and the TTDA (other than
Section 9 thereof) on any issue related to patents, the terms and conditions of
the PLA shall govern and to the extent that there is any inconsistency or
contradiction in terms between the PLA and the TTDA on issues related to
confidential information and know-how, the terms and conditions of the TTDA
shall govern.
10.3 Nothing contained in this PLA shall be construed as conferring on
either party any license or other right under the design patents of the other
party.
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10.4 Nothing contained in this PLA shall be construed as conferring any
rights by implication, estoppel or otherwise, to or under copyrights or mask
work or similar rights, or with respect to Programs under any form of statutory
protection now existing or hereafter enacted, in any country or countries,
wherein the copying of a Program is a requisite of infringement under such form
of protection.
10.5 Nothing contained in this PLA shall be construed as limiting the
rights which the parties have outside the scope of the licenses granted
hereunder, or restricting the right of either party or any of its Subsidiaries
to make, have made, use, lease, sell or otherwise dispose of any particular
product or products not herein licensed.
10.6 Each party shall, upon request from the other party sufficiently
identifying any patent or patent application, inform the other party as to the
extent to which said patent or patent application is subject to the licenses and
rights granted hereunder. If such licenses or rights under said patent or
patent application are restricted in scope, copies of all pertinent provisions
of any contract or other arrangement creating such restrictions shall, upon
request, be furnished to the party making such request, unless such disclosure
is prevented by such contract, and in that event a statement of the nature of
such restriction will be provided.
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10.7 Neither of the parties hereto, nor any of their respective
Subsidiaries shall be required under this PLA to file any patent application, or
to secure any patent or patent rights, or to maintain any patent in force, or to
provide copies of patent applications to the other party or its Subsidiaries, or
to disclose any inventions described or claimed in such patent applications.
10.8 Neither party shall have any obligation hereunder to institute any
action or suit against third parties for infringement of any of its Licensed
Patents or to defend any action or suit brought by a third party which
challenges or concerns the validity of any of its Licensed Patents. In
addition, neither party shall have any right to institute any action or suit
against third parties for infringement of any of the other party's Licensed
Patents.
10.9 Licensed Products leased, sold or otherwise transferred by a party
hereto or its sublicensed Subsidiary shall be considered to be licensed under
any Licensed Patent which at any time covers such Licensed Products,
notwithstanding that the Licensed Product has been re-leased, re-sold or re-
transferred by any entity in the same or another country.
10.10 Each party shall pay all taxes (including, without limitation, sales
and value added taxes) imposed by the national
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government, including any political subdivision thereof, of any country in which
said party is doing business, as the result of said party's furnishing
consideration hereunder. In the event such a tax becomes payable as a result of
a party's furnishing consideration in respect of a sublicense granted to any of
its Subsidiaries pursuant to Section 3.1, said sublicensing party shall be
responsible for determining the amount of and paying, or causing said
sublicensed subsidiary to pay, said tax.
10.11 This PLA will not be binding upon the parties until it has been signed
hereinbelow by or on behalf of each party, in which event it shall be effective
as of the date first above written. No amendment or modification hereof shall be
valid or binding upon the parties unless made in writing and signed as
aforesaid. This PLA (together with the TTDA) embodies the entire understanding
of the parties with respect to the subject matter hereof (and thereof) and
merges all prior discussions between them, and neither of the parties shall be
bound by an conditions, definitions, warranties, understandings or
representations with respect to the subject matter hereof (or thereof) other
than as expressly provided herein (or therein).
10.12 If any Section of this PLA is found by competent authority to be
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such Section in every other respect and the
remainder of this PLA
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shall continue in effect so long as the PLA still expresses the intent of the
parties. If the intent of the parties cannot be preserved, this PLA shall be
either renegotiated or terminated.
10.13 The headings of the several Sections are inserted for convenience of
reference only and are not intended to be a part of or to affect the meaning or
interpretation of this PLA.
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IN WITNESS WHEREOF, the parties hereto have caused this PLA to be duly
signed as of the date first above written.
INTERNATIONAL BUSINESS
MACHINES CORPORATION
By /s/ M.C.Phelps, Jr.
--------------------------------
Witness: M. C. Phelps, Jr.
Vice President
/s/ Robert A. Myers
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HUTCHINSON TECHNOLOGY INC.
Witness: By /s/ Wayne M. Fortun
---------------------------------
/s/ Richard Myers
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