10-12B

As filed with the Securities and Exchange Commission on August 26, 2022

File No.                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

Xperi Inc.

(Exact name of registrant as specified in its charter)

Delaware	83-4470363
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2190 Gold Street, San Jose, California	95002
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 519-9100

With copies to:

Mike Ringler, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

525 University Avenue, Suite 1400

Palo Alto, California 94301-1908

(650) 470-4500

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
Common Stock, par value $0.001 per share	New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Xperi Inc.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

Certain information required to be included in this Form 10 is incorporated by reference to specifically- identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.

Item 1. Business.

The information required by this item is contained under the sections of the information statement entitled “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” “The Separation and Distribution,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Certain Relationships and Related Party Transactions” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.

Item 1A. Risk Factors.

The information required by this item is contained under the sections of the information statement entitled “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements.” Those sections are incorporated herein by reference.

Item 2. Financial Information.

The information required by this item is contained under the sections of the information statement entitled “Capitalization,” “Unaudited Pro Forma Condensed Combined Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Those sections are incorporated herein by reference.

Item 3. Properties.

The information required by this item is contained under the section of the information statement entitled “Business—Property.” That section is incorporated herein by reference.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The information required by this item is contained under the section of the information statement entitled “Security Ownership of Certain Beneficial Owners and Management.” That section is incorporated herein by reference.

Item 5. Directors and Executive Officers.

The information required by this item is contained under the section of the information statement entitled “Board of Directors and Management.” That section is incorporated herein by reference.

Item 6. Executive Compensation.

The information required by this item is contained under the section of the information statement entitled “Executive Compensation.” That section is incorporated herein by reference.

Item 7. Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is contained under the sections of the information statement entitled “Board of Directors and Management,” “Executive Compensation” and “Certain Relationships and Related Party Transactions.” Those sections are incorporated herein by reference.

Item 8. Legal Proceedings.

None.

Item 9. Market Price of, and Dividends on, the Registrant’s Common Equity and Related Stockholder Matters.

The information required by this item is contained under the sections of the information statement entitled “Risk Factors,” “The Separation and Distribution,” “Dividend Policy,” “Capitalization” and “Description of Our Capital Stock.” Those sections are incorporated herein by reference.

Item 10. Recent Sales of Unregistered Securities.

The information required by this item is contained under the section of the information statement entitled “Description of Our Capital Stock—Sale of Unregistered Securities” That section is incorporated herein by reference.

Item 11. Description of Registrant’s Securities to be Registered.

The information required by this item is contained under the sections of the information statement entitled “Risk Factors,” “The Separation and Distribution,” “Dividend Policy,” “Capitalization” and “Description of Our Capital Stock.” Those sections are incorporated herein by reference.

Item 12. Indemnification of Directors and Officers.

The information required by this item is contained under the section of the information statement entitled “Description of Our Capital Stock—Limitations on Liability, Indemnification of Officers and Directors and Insurance.” That section is incorporated herein by reference.

Item 13. Financial Statements and Supplementary Data.

The information required by this item is contained in the financial statements that are filed as Exhibits 99.2, 99.3 and 99.4 hereto and which are incorporated herein by reference. Additional information is contained under the section of the information statement entitled “The Separation and Distribution—Financial Statement Presentation.”

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 15. Financial Statements and Exhibits.

(a) Financial Statements

The information required by this item is contained in the financial statements that are filed as Exhibits 99.2, 99.3 and 99.4 hereto and which are incorporated herein by reference. Additional information is contained under the section of the information statement entitled “The Separation and Distribution—Financial Statement Presentation.”

(b) Exhibits

The following documents are filed as exhibits hereto:

Exhibit Number	Description
2.1	Form of Separation and Distribution Agreement by and between Xperi Holding Corporation and Xperi Inc.
3.1	Form of Amended and Restated Certificate of Incorporation of Xperi Inc.
3.2	Form of Amended and Restated Bylaws of Xperi Inc.
10.1	Form of Tax Matters Agreement by and between Xperi Holding Corporation and Xperi Inc.

10.2	Form of Employee Matters Agreement by and between Xperi Holding Corporation and Xperi Inc.
10.3	Form of Cross Business License Agreement by and between Xperi Holding Corporation and Xperi Inc.#
10.4	Form of Director and Officer Indemnification Agreement
10.5	Form of Transition Services Agreement by and between Xperi Holding Corporation and Xperi Inc.#
10.6	Form of Data Sharing Agreement by and between Adeia Inc. and Xperi Inc.#
10.7	Form of Senior Unsecured Promissory Note
10.8	Form of Severance Agreement of Xperi Inc.
10.9	Form of Change in Control Severance Agreement of Xperi Inc.
10.10	Employment and Severance Agreement, dated as of April 28, 2017, by and between Xperi Corporation and Jon Kirchner
10.11	Amendment to Employment and Severance Agreement, dated as of September 29, 2020, by and between Xperi Holding Corporation and Jon Kirchner.
10.12	Form of Restricted Stock Unit Award Agreement of Xperi Inc.
10.13	Form of Stock Option Agreement of Xperi Inc.
10.14	Form of Performance-Based Restricted Stock Unit Award Agreement of Xperi Inc.
10.15	Xperi Inc. 2022 Equity Incentive Plan
10.16	Xperi Inc. 2022 Employee Stock Purchase Plan
21.1	List of Subsidiaries of Xperi Inc.
99.1	Information Statement of Xperi Inc., preliminary and subject to completion, dated August 26, 2022
99.2	Xperi Product Combined Financial Statements for the years ended December 31, 2021, 2020 and 2019 and for the three and six months ended June 30, 2022 and 2021
99.3	TiVo Product Combined Financial Statements for the year ended December 31, 2019
99.4	TiVo Product Unaudited Condensed Financial Statements for the three months ended March 31, 2020 and 2019
99.5	Form of Notice of Internet Availability of Information Statement Materials

# Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The registrant agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Xperi Inc.
	By:	/s/ Robert Andersen
		Name: Robert Andersen
		Title: Chief Financial Officer
		Date: August 26, 2022

EX-2.1

Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

by and between

ADEIA INC.

and

XPERI INC.

Dated as of [•]

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.1	General		2
Section 1.2	References; Interpretation		27
Section 1.3	Effective Time; Suspension		28
ARTICLE II
THE SEPARATION
Section 2.1	General		28
Section 2.2	Transfer of Assets and Liabilities		28
Section 2.3	Intercompany Accounts		34
Section 2.4	Limitation of Intercompany Liabilities; Intergroup Contracts.		36
Section 2.5	Transfers Not Effected On or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time		37
Section 2.6	Wrong Pockets; Mail & Other Communications; Payments.		40
Section 2.7	Conveyancing and Assumption Instruments		42
Section 2.8	Further Assurances		42
Section 2.9	Disclaimer of Representations and Warranties		43
ARTICLE III
CERTAIN ACTIONS AT OR PRIOR TO THE DISTRIBUTION
Section 3.1	Certificate of Incorporation; Bylaws		43
Section 3.2	Directors		44
Section 3.3	Officers		44
Section 3.4	Resignations		44
Section 3.5	Wire Transfers		44
Section 3.6	Ancillary Agreements		45
ARTICLE IV
THE DISTRIBUTION
Section 4.1	Stock Dividends to IP RemainCo		45
Section 4.2	Fractional Shares		45
Section 4.3	Sole Discretion of IP RemainCo		46
Section 4.4	Conditions to Distribution		46
Section 4.5	Effectiveness of Distribution		48

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ARTICLE V
CERTAIN COVENANTS
Section 5.1	Covenants	48
Section 5.2	Financial Statements	49
Section 5.3	Separation of Information	51
Section 5.4	Nonpublic Information	52
Section 5.5	Inventor Remuneration	52
Section 5.6	License to Use Certain Trademark Names	53
Section 5.7	Publicity	54
ARTICLE VI
SPECIFIED SHARED ASSETS AND SPECIFIED SHARED LIABILITIES
Section 6.1	Specified Shared Assets and Specified Shared Liabilities	54
Section 6.2	Management of Specified Shared Assets and Specified Shared Liabilities	56
Section 6.3	Cooperation with Governmental Entity	56
ARTICLE VII
INDEMNIFICATION
Section 7.1	Release of Pre-Distribution Claims	56
Section 7.2	Indemnification by IP RemainCo	58
Section 7.3	Indemnification by Product SpinCo	58
Section 7.4	Procedures for Third Party Claims	59
Section 7.5	Procedures for Direct Claims.	61
Section 7.6	Cooperation in Defense and Settlement	62
Section 7.7	Indemnification Payments	63
Section 7.8	Indemnification Obligations Net of Insurance Proceeds and Other Amounts	64
Section 7.9	Additional Matters; Survival of Indemnities	65
Section 7.10	Certain Other Limits on Indemnification	65
ARTICLE VIII
CONFIDENTIALITY; ACCESS TO INFORMATION
Section 8.1	Preservation of Corporate Records	66
Section 8.2	Provision of Corporate Records	66
Section 8.3	Disposition of Information	69
Section 8.4	Witness Services	70
Section 8.5	Reimbursement; Other Matters	70
Section 8.6	Confidentiality; Non-Use	70
Section 8.7	Privileged Matters	72

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Section 8.8	Conflicts Waiver	75
Section 8.9	Ownership of Information	75
Section 8.10	Prior Contracts	75
ARTICLE IX
DISPUTE RESOLUTION
Section 9.1	Negotiation and Arbitration	76
Section 9.2	Continuity of Service and Performance	80
ARTICLE X
INSURANCE
Section 10.1	Insurance Matters	80
Section 10.2	Liability Policies	82
Section 10.3	Cooperation	83
Section 10.4	No Assignment of Entire Insurance Policies	83
Section 10.5	Agreement for Waiver of Conflict and Shared Defense	84
Section 10.6	Certain Matters Relating to Organizational Documents	84
Section 10.7	Directors and Officers Liability Insurance	84
ARTICLE XI
MISCELLANEOUS
Section 11.1	Complete Agreement; Construction	86
Section 11.2	Ancillary Agreements	86
Section 11.3	Counterparts	86
Section 11.4	Survival of Agreements	86
Section 11.5	Expenses	86
Section 11.6	Notices	87
Section 11.7	Waivers	88
Section 11.8	Amendments	88
Section 11.9	Assignment	89
Section 11.10	Successors and Assigns	89
Section 11.11	Payment Terms	89
Section 11.12	No Circumvention	90
Section 11.13	Subsidiaries	90
Section 11.14	Third Party Beneficiaries	90
Section 11.15	Title and Headings	91
Section 11.16	Exhibits and Schedules	91
Section 11.17	Governing Law	91
Section 11.18	Specific Performance	91
Section 11.19	Severability	91
Section 11.20	No Duplication; No Double Recovery	91
Section 11.21	Public Announcements	92
Section 11.22	Tax Treatment of Payments	92

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Exhibits

Exhibit A Internal Reorganization and Business Realignment Steps Plan

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SEPARATION AND DISTRIBUTION AGREEMENT

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [•], by and between Adeia Inc. (f/k/a Xperi Holding Corporation), a Delaware corporation (“IP RemainCo”) and Xperi Inc. (f/k/a TiVo Product HoldCo Corporation), a Delaware corporation (“Product SpinCo”). Each of IP RemainCo and Product SpinCo is sometimes referred to herein as a “Party” and collectively, as the “Parties.”

W I T N E S S E T H:

WHEREAS, IP RemainCo, acting through its direct and indirect Subsidiaries, currently conducts (i) the Product Business (as defined herein) and (ii) the IP Business (as defined herein);

WHEREAS, the Board of Directors of IP RemainCo (the “Board”) has determined that it is appropriate, desirable and in the best interests of IP RemainCo and its stockholders to separate IP RemainCo into two separate, publicly traded companies, one for each of (i) the Product Business, which shall be owned and conducted, directly or indirectly, by Product SpinCo, and (ii) the IP Business, which shall be owned and conducted, directly or indirectly, by IP RemainCo;

WHEREAS, in order to effect such separation, the Board has determined that it is appropriate, desirable and in the best interests of IP RemainCo and its stockholders (i) to enter into a series of transactions whereby (A) IP RemainCo and/or one or more members of the IP RemainCo Group will, collectively, own all of the IP Assets, assume (or retain) all of the IP Liabilities and, except as provided in any Ancillary Agreement, operate the IP Business and (B) Product SpinCo and/or one or more members of the Product SpinCo Group will, collectively, own all of the Product Assets, assume (or retain) all of the Product Liabilities and, except as provided in any Ancillary Agreement, operate the Product Business and (ii) for IP RemainCo to distribute to the holders of IP RemainCo Common Stock by way of a pro rata dividend (in each case without consideration being paid by such stockholders) all of the then issued and outstanding shares of common stock, par value $0.001 per share, of Product SpinCo (the “Product SpinCo Common Stock”);

WHEREAS, in order to effect such separation, the Board has determined that it is appropriate, desirable and in the best interests of IP RemainCo and its stockholders for IP RemainCo to undertake the Internal Reorganization and the Business Realignment;

WHEREAS, it is the intention of the Parties that the Contribution and the Distribution (each as defined herein), taken together, will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Section 355 and Section 368(a)(1)(D) of the Code (as defined herein); and

WHEREAS, each of IP RemainCo and Product SpinCo has determined that it is necessary and desirable to agree to the principal corporate transactions required to effect the Internal Reorganization and the Business Realignment (to the extent not already effected prior to the date hereof) and the Distribution and to agree to other agreements that will govern certain other matters following the Effective Time.

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NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1 General. As used in this Agreement, the following terms shall have the following meanings:

(1) “[[2020/2021] / [2021/2022]] Internal Control Audit and Management Assessments” shall have the meaning set forth in Section 5.2(a)(i).

(2) “AAA” shall have the meaning set forth in Section 9.1(c).

(3) “Acceptable Alternative Arrangement” shall have the meaning set forth in Section 2.2(d)(i).

(4) “Action” shall mean any demand, action, claim, cause of action, suit, countersuit, arbitration, inquiry, case, litigation, subpoena, proceeding or investigation (whether civil, criminal or administrative) by or before any court or grand jury, any Governmental Entity or any arbitration or mediation tribunal or authority.

(5) “Affiliate” shall mean, when used with respect to a specified Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such specified Person. For the purposes of this definition, “control” (including the terms “controlled by” and “under common control with”), when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by Contract or otherwise. It is expressly agreed that no Party or member of any Group shall be deemed to be an Affiliate of the other Party or member of such other Party’s Group solely by reason of having one or more directors in common or by reason of having been under common control of IP RemainCo or IP RemainCo’s stockholders prior to, or in case of IP RemainCo’s stockholders, after the Effective Time.

(6) “Agent” shall mean [•].

(7) “Agreement” shall have the meaning set forth in the preamble.

(8) “Ancillary Agreements” shall mean all of the written Contracts, instruments, assignments or other arrangements (other than this Agreement) entered into in connection with the transactions contemplated hereby, including the Tax Matters Agreement, the Transition Services Agreement, the Employee Matters Agreement, the Cross Business License Agreement and any other agreements to be entered into by and among any member of the Product SpinCo Group and any member of the IP RemainCo Group, at, prior to or after the Distribution in connection with the Distribution, but shall exclude the Continuing Arrangements and the Conveyancing and Assumption Instruments.

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(9) “Applicable IP Percentage” shall mean [•] percent ([•]%).

(10) “Applicable Percentage” of a particular Group shall mean (i) the Applicable Product Percentage or (iii) Applicable IP Percentage, as applicable.

(11) “Applicable Product Percentage” shall mean [•] percent ([•]%).

(12) “Arbitral Tribunal” shall have the meaning set forth in Section 9.1(c)(i).

(13) “Assets” shall mean all right, title and ownership interests in and to all properties, claims, Contracts, businesses, or assets (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible or intangible, whether accrued, contingent or otherwise, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person. Except as otherwise specifically set forth herein or in the Tax Matters Agreement or the Employee Matters Agreement, the rights and obligations of the Parties with respect to (a) Taxes shall be governed by the Tax Matters Agreement and (b) any assets of the nature described in the preceding sentence of this definition that are allocated pursuant to the Employee Matters Agreement shall be governed by the Employee Matters Agreement, and, therefore, Taxes (including any Tax items, attributes or rights to receive any Tax Refunds (as defined in the Tax Matters Agreement)) and such assets shall not be treated as Assets.

(14) “Assume” shall have the meaning set forth in Section 2.2(c).

(15) “Audited Party” shall have the meaning set forth in Section 5.2(b).

(16) “Board” shall have the meaning set forth in the recitals hereto.

(17) “Business” shall mean (i) with respect to Product SpinCo, the Product Business, or (ii) with respect to IP RemainCo, the IP Business.

(18) “Business Day” shall mean any day that is not a Saturday, a Sunday or any other day on which banks are required or authorized by Law to be closed in the City of New York, New York and the City of San Francisco, California.

(19) “Business Entity” shall mean any corporation, partnership, limited liability company, joint venture or other entity which may legally hold title to Assets.

(20) “Business Realignment” shall mean the transfer or conveyance of legal entities that will comprise the Product SpinCo Group to Product SpinCo and the transfer or conveyance of legal entities that will comprise the IP RemainCo Group to IP RemainCo.

(21) “Business Realignment Time” shall mean the time at which the Business Realignment has been completed.

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(22) “Cash and Cash Equivalents” shall mean (i) cash and (ii) checks, certificates of deposit having a maturity of less than one year, money orders, marketable securities, money market funds, commercial paper, short term instruments, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Entity, minus the amount of any outbound checks, plus the amount of any deposits in transit.

(23) “Change of Control” shall mean, as applicable, the occurrence after the Distribution of any of the following: (A) the sale, conveyance, transfer or other disposition (however accomplished), in one or a series of related transactions, of all or substantially all of the assets of such party’s Group to a third Person that is not an Affiliate of such party prior to such transaction or the first of such related transactions; (B) the consolidation, merger or other business combination of such party with or into any other entity, immediately following which the stockholders of such party immediately prior to such transaction fail to own in the aggregate at least a majority of the voting power in the election of directors of all the outstanding voting securities of the surviving party in such consolidation, merger or business combination or of its ultimate publicly traded parent entity; (C) a transaction or series of transactions in which any Person or “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) acquires at least thirty-five percent (35%) of the outstanding voting securities of such party and effective control of such party (other than (I) a reincorporation, holding company merger or similar corporate transaction in which each of such party’s stockholders owns, immediately thereafter, interests in the new parent company in substantially the same percentage as such stockholder owned in such party immediately prior to such transaction, or (II) in connection with a transaction described in clause (B), which shall be governed by such clause (B)); or (D) a majority of the board of directors of such party ceasing to consist of individuals who have become directors as a result of being nominated or elected by a majority of such party’s directors. For the avoidance of doubt, the previous determination that a “Change of Control” has occurred shall not prejudice the determination as to whether any other subsequent events, on one or more occasions, meet the definition of “Change of Control.”

(24) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

(25) “Collective Benefit Services” shall have the meaning set forth in Section 8.7(a).

(26) “Commercial Insurance Policies” shall mean all insurance policies of the Parties and their respective Subsidiaries.

(27) “Commercial Insurer” shall mean the insuring entity issuing and/or subscribing to one or more Commercial Insurance Policies.

(28) “Commission” shall mean the United States Securities and Exchange Commission.

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(29) “Confidential Information” shall mean all non-public, confidential or proprietary Information concerning a Party and/or its Subsidiaries or with respect to Product SpinCo, the Product Business, any Product Assets or any Product Liabilities, or with respect to IP RemainCo, the IP Business, any IP Assets or any IP Liabilities, which, prior to or following the Effective Time, has been disclosed by a Party or its Subsidiaries to the other Party or its Subsidiaries, or otherwise has come into the possession of, the other, including pursuant to the access provisions of Sections 8.1 or 8.2 or any other provision of this Agreement, including any data or documentation resident, existing or otherwise provided in a database or in a storage medium, permanent or temporary, intended for confidential, proprietary and/or privileged use by a Party (except to the extent that such Information can be shown to have been (i) in the public domain or known to the public through no fault of the receiving Party or its Subsidiaries, (ii) lawfully acquired by the receiving Party or its Subsidiaries from other sources not known to be subject to confidentiality obligations with respect to such Confidential Information or (iii) independently developed by the receiving Party or its Affiliates after the Relevant Time without reference to or use of any Confidential Information). As used herein, by example and without limitation, Confidential Information shall mean any information of a Party marked as confidential, proprietary and/or privileged.

(30) “Consents” shall mean any consents, waivers, notices, reports or other filings obtained, made or to be obtained from or made, including with respect to any Contract, or any registrations, licenses, permits, approvals, authorizations obtained or to be obtained from, or approvals from, or notification requirements to, any Person including a Governmental Entity.

(31) “Continuing Arrangements” shall mean those arrangements set forth on Schedule 1.1(31).

(32) “Contract” shall mean any agreement, contract, subcontract, obligation, note, indenture, instrument, option, lease, sublease, promise, arrangement, release, warranty, license, sublicense, insurance policy, purchase order or legally binding commitment or undertaking of any nature (whether written or oral and whether express or implied).

(33) “Contribution” means any contribution to Product SpinCo by IP RemainCo in connection with, or in anticipation of, the Distribution (including, for the avoidance of doubt, any deemed contribution from IP RemainCo to Product SpinCo for U.S. federal income tax purposes occurring by reason of the conversion of Product SpinCo to a corporation upon [•], 2022).

(34) “Conveyancing and Assumption Instruments” shall mean, collectively, the various Contracts and other documents entered into prior to the Effective Time and to be entered into to effect the Transfer of Assets and the Assumption of Liabilities in the manner contemplated by this Agreement and the Internal Reorganization and the Business Realignment or otherwise relating to, arising out of or resulting from the Transfer of Assets and/or Assumption of Liabilities between members of two Groups, in such form or forms as the applicable parties thereto agree, which shall be on an “as is,” “where is,” and “with all faults” basis, and in the case of Conveyancing and Assumption Instruments relating to real property, subject to the further provisions of Section 2.7.

(35) “Covered” means, with respect to any Patent, in the absence of a license granted under an unexpired claim that has not been adjudicated, to be invalid or unenforceable by a final, binding decision of a court or other Governmental Entity of competent jurisdiction that is unappealable or unappealed within the time permitted for appeal of such Patent (or if such Patent is a patent application, a claim in such patent application if such patent application were to issue as a patent), the practice of the applicable invention or technology, or performance of the applicable process, would infringe such claim. For clarity, and by way of example, an issued Patent Covers a product if, in the absence of a license granted under such a claim of such Patent, making, using, selling, offering for sale, importing or exporting such product infringes such claim.

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(36) “Credit Support Instruments” shall mean any letters of credit, performance bonds, surety bonds, bankers acceptances, or other similar arrangements.

(37) “Cross Business License Agreement” shall mean the Cross Business License Agreement effective as of the date of the Distribution, by and among members of the Product SpinCo Group and members of the IP RemainCo Group.

(38) “Damages” shall mean any loss, damage, injury, claim, demand, settlement, judgment, award, fine, penalty, Tax, fee (including reasonable out of pocket attorneys’ or advisors’ fees), charge, cost (including reasonable costs of investigation) or expense of any nature, including any incidental, indirect, special, exemplary, punitive or consequential damages (including lost revenues or profits), and including amounts paid or payable to third parties in respect of any third-party claim for which indemnification hereunder is otherwise required.

(39) “De Minimis Amount” shall have the meaning set forth in Section 7.10(a)(i).

(40) “Decision on Interim Relief” shall have the meaning set forth in Section 9.1(c)(viii).

(41) “Dispute” shall have the meaning set forth in Section 9.1(a).

(42) “Dispute Notice” shall mean (i) the General Dispute Notice, (ii) the Privilege Waiver Objection Notice, or (iii) Indemnification Notice, as applicable.

(43) “Distribution” shall mean the distribution on the Distribution Date to holders of shares of IP RemainCo Common Stock as of the Distribution Record Date of the Product SpinCo Common Stock on the basis of a to-be-determined number of shares of Product SpinCo Common Stock (to be determined by the board of directors of IP RemainCo prior to the Distribution) for every one (1) outstanding share of IP RemainCo Common Stock.

(44) “Distribution Date” shall mean the date, as shall be determined by the Board, on which IP RemainCo distributes all of the issued and outstanding shares of Product SpinCo Common Stock to the holders of IP RemainCo Common Stock.

(45) “Distribution Disclosure Documents” shall mean any registration statement (including any registration statement on Form 10 and all exhibits thereto (including the Product SpinCo Information Statement) or on Form S-8 related to securities to be offered under any employee benefit plan) and any current reports on Form 8-K filed or furnished with the Commission by Product SpinCo in connection with the Distribution or by IP RemainCo solely to the extent such documents relate to the Distribution, but excluding the Financing Disclosure Documents.

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(46) “Distribution Record Date” shall mean such date as may be determined by the Board as the record date for determining the holders of IP RemainCo Common Stock entitled to receive Product SpinCo Common Stock in the Distribution.

(47) “Effective Time” shall mean [•].

(48) “Emergency Arbitrator” shall mean an emergency arbitrator appointed by the AAA in accordance with the AAA Rules, as specified in Section 9.1.

(49) “Employee Matters Agreement” shall mean the Employee Matters Agreement effective as of [•], by and among IP RemainCo and Product SpinCo.

(50) “Employee Records” shall have the meaning set forth in Section [•] of the Employee Matters Agreement.

(51) “Engineering Models and Databases” shall mean (a) physical property databases, (b) empirical or mathematical dynamic or steady state models of processes, equipment and/or reactions and databases containing data resulting from such models, (c) computations of equipment or unit operation operating conditions including predictive or operational behavior and (d) databases with historical operational data.

(52) “Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time that reference is made thereto.

(53) “Final Determination” shall have the meaning set forth in the Tax Matters Agreement.

(54) “Financing Disclosure Documents” shall mean any prospectus, offering memorandum, offering circular (including franchise offering circular or any similar disclosure statement) or similar disclosure document, whether or not filed with the Commission or any other Governmental Entity, which offers for sale or registers the Transfer or distribution of securities or indebtedness of IP RemainCo.

(55) “Force Majeure Event” shall mean, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which by its nature could not have been foreseen by such Party (or such Person), or, if it could have been foreseen, was unavoidable, and includes acts of God, storms, floods, riots, pandemics, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources or distribution facilities.

(56) “General Dispute Notice” shall have the meaning set forth in Section 9.1(b)(i).

(57) “General Negotiation Period” shall have the meaning set forth in Section 9.1(b)(i).

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(58) “Governmental Entity” shall mean any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, commission, department, board, bureau or court, whether domestic, foreign, multinational or supranational exercising executive, legislative, judicial, regulatory, self-regulatory or administrative functions of or pertaining to government and any executive official thereof.

(59) “Group” shall mean (i) with respect to IP RemainCo, the IP RemainCo Group and (ii) with respect to Product SpinCo, the Product SpinCo Group.

(60) “Guaranty Release” shall have the meaning set forth in Section 2.3(b)(ii).

(61) “Historical Xperi” shall mean IP RemainCo and its past and then current Subsidiaries immediately prior to the Business Realignment Time.

(62) “Historical Xperi Counsel” shall have the meaning set forth in Section 8.8(a).

(63) “Indebtedness” shall mean, with respect to any Person, (i) the principal value, prepayment and redemption premiums and penalties and other breakage costs (if any), unpaid fees and other monetary obligations (including interest) in respect of any indebtedness for borrowed money, whether short term (including overdrawn bank accounts) or long term, and all obligations evidenced by bonds, debentures, notes, other debt securities or similar instruments, (ii) any indebtedness arising under any capital leases (excluding, for the avoidance of doubt, any real estate leases), whether short term or long term, (iii) all liabilities secured by any Security Interest on any assets of such Person, (iv) all liabilities under any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement or other similar agreement designed to protect such Person against fluctuations in interest rates, (v) all interest bearing indebtedness for the deferred purchase price of property or services, (vi) all liabilities under any Credit Support Instruments, (vii) all interest, fees and other expenses owed with respect to indebtedness described in the foregoing clauses (i) through (vi), and (viii) without duplication, all guarantees of indebtedness referred to in the foregoing clauses (i) through (vii).

(64) “Indemnifiable Loss” and “Indemnifiable Losses” shall mean any and all Damages, losses, deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses (including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the reasonable costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder).

(65) “Indemnification Notice” shall mean any notice delivered to the Indemnifying Party by the Indemnitee pursuant to Section 7.4(a) or Section 7.5.

(66) “Indemnifying Party” shall have the meaning set forth in Section 7.4(a).

(67) “Indemnitee” shall have the meaning set forth in Section 7.4(a).

(68) “Indemnity Payment” shall have the meaning set forth in Section 7.8(a).

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(69) “Information” shall mean information, content, and data in written, oral, electronic, computerized, digital or other tangible or intangible media, including (i) books and records, whether accounting, legal or otherwise; ledgers, studies, reports, surveys, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples and flow charts; marketing plans, customer names and information (including prospects); technical information, including such information relating to the design, operation, maintenance, testing, test results, development, and manufacture of either Party’s or its Group’s product or facilities (including product or facility specifications and documentation; engineering, design, and manufacturing drawings, diagrams, layouts, maps and illustrations; formulations and material specifications; laboratory studies and benchmark tests; quality assurance policies procedures and specifications; maintenance and inspection procedures and records; evaluation and/validation studies; process control and/or shop-floor control strategy, logic or algorithms; assembly code, Software, firmware, programming data, databases, and all information referred to in the same); product costs, margins and pricing; product marketing studies and strategies; product stewardship and safety; all other Know-How related to research, engineering, development and manufacturing; communications, correspondence, materials, product literature, artwork, files and documents, (ii) information contained in Patents and other Know-How; and (iii) financial and business information, including earnings reports and forecasts, macro-economic reports and forecasts, all cost information (including supplier records and lists), sales and pricing data, business plans, market evaluations, surveys, credit-related information, and other such information as may be needed for reasonable compliance with reporting, disclosure, filing or other requirements, including under applicable securities laws or regulations of securities exchanges.

(70) “Insurance Proceeds” shall mean those monies (i) received by an insured from an insurer or (ii) paid by an insurer on behalf of an insured, in either case net of any applicable premium adjustment, retrospectively-rated premium, deductible, retention, or cost of reserve paid or held by or for the benefit of such insured.

(71) “Intellectual Property” shall mean all intellectual property and industrial property rights of any kind or nature, including all U.S. and foreign (i) patents, patent applications, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions, priority rights and extensions thereof (collectively, “Patents”), (ii) trademarks, service marks, corporate names, trade names, Internet domain names, social media accounts or handles, logos, slogans, trade dress and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing (collectively, “Trademarks”), (iii) copyrights and copyrightable subject matter (collectively, “Copyrights”), (iv) rights of privacy and publicity, (v) moral rights and rights of attribution and integrity, (vi) trade secrets and rights in all other confidential and proprietary information, including know-how, inventions, algorithms, logic, standard operating conditions and procedures, proprietary processes, formulae, data, databases and other compilations of data, drawings, models and methodologies, including confidential information set forth in laboratory notebooks, laboratory reports, plant operating documents, and Engineering Models and Databases (except to the extent such information is Covered by any Patents), in each case of the foregoing, to the extent confidential and proprietary (collectively, “Know-How”), (vii) all applications and registrations for the foregoing and (viii) all rights and remedies against past, present, and future infringement, misappropriation, or other violation of the foregoing, in each case (with respect to the foregoing clauses (i) through (viii)), excluding all IT Assets.

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(72) “Intergroup Accounts” shall have the meaning set forth in Section 2.3(a).

(73) “Interim Relief” shall have the meaning set forth in Section 9.1(c)(viii)

(74) “Internal Reorganization and Business Realignment” shall mean the allocation and transfer or assignment of Assets and Liabilities, including by means of the Conveyancing and Assumption Instruments, resulting in (i) the Product SpinCo Group owning and operating the Product Business and Product Assets and assuming the Product Liabilities and (ii) the IP RemainCo Group owning and operating the IP Business and the IP Assets and assuming the IP Liabilities, in each case, clauses (i)–(ii), as described in the Steps Plan.

(75) “Inventor Remuneration” means any employee inventor consideration, remuneration or compensation that is required under applicable law for work-for-hire inventions acquired by the employer.

(76) “IP Assets” shall mean any and all right, title and interest in and to the following Assets of (x) any member of the Product SpinCo Group at the Relevant Time, and (y) any member of the IP RemainCo Group at the Relevant Time (provided, however, that IP Assets shall not include Tax Assets (as defined in the Tax Matters Agreement), which shall be governed by the Tax Matters Agreement, or Assets allocated pursuant to the Employee Matters Agreement, which shall be governed thereby):

(i) all interests in the capital stock of, or any other equity interests in the members of the IP RemainCo Group (other than IP RemainCo) and any and all rights related thereto;

(ii) the Assets set forth on Schedule 1.1(76)(ii);

(iii) any and all rights and interests of the IP RemainCo Group under this Agreement;

(iv) (A) all rights, title and interest in and to the owned real property set forth on Schedule 1.1(76)(iv)(A), including, in each case, all land and land improvements, structures, buildings and building improvements, tidelands or other marine leases, other improvements, fixtures, rights of ingress and egress, rights under any covenants, conditions and/or restrictions, all contract rights, if any, relating to the operation of the land or any improvements thereon, all riparian rights, surface and underground water rights, and any and all other water rights pertaining to the land, and any and all licenses, permits, registrations, approvals and authorizations which have been issued by any Governmental Entity related to the land and all easements and rights of way pertaining thereto or accruing to the benefit thereof and appurtenances located thereon or associated therewith (except to the extent otherwise set forth on Schedule 1.1(76)(iv)(A) under the heading “Other Party in Possession”) (the “IP Specified Owned Real Property”) and (B) all rights, title and interest in, and to and under the leases or subleases of the real property set forth on Schedule 1.1(76)(iv)(B) including, in each case, to the extent provided for in such leases, any land and land improvements, structures, buildings and building improvements, tidelands or other marine leases, other improvements, fixtures, rights of ingress and egress, rights under any covenants, conditions and/or restrictions, all contract rights, if any, relating to the operation of the land or any improvements thereon, all riparian rights, surface and underground water rights, and any and all other water rights pertaining to the land, and any and all licenses, permits, registrations, approvals and authorizations which have been issued by any Governmental Entity related to the land and all easements and rights of way pertaining thereto or accruing to the benefit thereof and appurtenances (the “IP Specified Leased Real Property”);

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(v) (A) the Patents and Patent applications and registrations set forth on Schedule 1.1(76)(v)(A), (B)(I) the Adeia name and any and all Adeia brands, related Trademarks and related Trademark applications and registrations, , and any and all derivations, abbreviations, translations, localizations and other variations of any of the foregoing and any confusingly similar Trademark and Trademark application and registration and (II) the Trademarks and Trademark applications and registrations set forth on Schedule 1.1(76)(v)(B)(II), (C) the Copyrights and Copyright applications and registrations set forth on Schedule 1.1(76)(v)(C) and (D) the Know-How set forth on Schedule 1.1(76)(v)(D);

(vi) any and all Assets in respect of accruals, counterclaims, insurance claims, rights to coverage under applicable insurance policies, warranties, contractual indemnities, control rights and other rights similar to the foregoing, in each case, to the extent related to any IP Liability;

(vii) the IT Assets set forth on Schedule 1.1(76)(vii);

(viii) all IP Contracts;

(ix) other than Intellectual Property and IT Assets, any and all (a) Information to the extent Related to any IP Asset or IP Liability and (b) corporate or similar legal entity books and records of any Person described in clause (i) of this definition of IP Assets;

(x) the Applicable IP Percentage of any Specified Shared Asset (clauses (i)–(x), the “Specified IP Assets”);

(xi) unless constituting a Specified Product Asset under clauses (i)–(x) of the definitions thereof:

(a) any and all rights, title and interest in, and to, any Asset (excluding IT Assets and excluding Intellectual Property) of Historical Xperi that is not related to any Business (other than in a de minimis respect) (e.g. corporate or enterprise-wide Assets) owned by a member of the IP RemainCo Group,;

(b) all Intellectual Property owned by Historical Xperi that is not related to any Business (other than in a de minimis respect);

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(c) (I) all Cash and Cash Equivalents, notes, interest receivables and other financial assets owned by any member of the IP RemainCo Group and (II) all derivative instruments of Historical Xperi owned by any member of the IP RemainCo Group;

(d) (I) all accounts and notes receivable to the extent related to the IP Business and any proceeds from the factoring of any such accounts receivable with a payment date on or after the Distribution (“IP Factoring Proceeds”);

(e) all credits, prepaid expenses, rebates, deferred charges, advance payments, security deposits and prepaid items, in each case to the extent they are used or held for use in, or arise out of, the operation or conduct of (I) the IP Business (including, for the avoidance of doubt, such portion of any credits, prepaid expenses, rebates, deferred charges, advance payments, security deposits and prepaid items of the Product SpinCo Group to the extent they are used or held for use in, or arise out of, the operation or conduct of the IP Business) and (II) Historical Xperi to the extent such credits, prepaid expenses, rebates, deferred charges, advance payments, security deposits and prepaid items are owned by a member of the IP RemainCo Group, and are not related to any Business (other than in a de minimis respect);

(f) except for furniture, all tangible personal property and interests therein (including machinery, tools, equipment and vehicles), in each case, that is not related to any Business (other than in a de minimis respect) for which the relevant historical use of such Asset was at any IP Specified Owned Real Property, IP Specified Leased Real Property or IP Real Property, other than at any portion leased or subleased by any member of the Product SpinCo Group pursuant to an intergroup lease;

(g) all furniture that is not related to any Business (other than in a de minimis respect) to the extent that the relevant historical use of such furniture was at (I) any IP Specified Owned Real Property, IP Specified Leased Real Property (except as provided pursuant to the terms of an intergroup lease or lease with any Person other than the Parties and their respective Group members and Affiliates) or IP Real Property; and

(h) any and all Information of Historical Xperi (other than (x) Intellectual Property, (y) Information described in clause (xii) of the definition of “Product Assets” and (z) IT Assets) that is not related to any Business (other than in a de minimis respect) owned by a member of the IP RemainCo Group; and

(xii) any and all Assets Related to the IP Business, including in the following categories, but, in each case, excluding IT Assets, the Specified Product Assets and the Assets described in clause (xi) of each of the definitions of Product Assets and IP Assets:

(a) (1) all rights, title and interest in and to the owned real property Related to the IP Business, including, in each case, all land and land improvements, structures, buildings and building improvements, tidelands or other marine leases, other improvements, fixtures, rights of ingress and egress,

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rights under any covenants, conditions and/or restrictions, all contract rights, if any, relating to the operation of the land or any improvements thereon, all riparian rights, surface and underground water rights, and any and all other water rights pertaining to the land, and any and all licenses, permits, registrations, approvals and authorizations which have been issued by any Governmental Entity related to the land and all easements and rights of way pertaining thereto or accruing to the benefit thereof and appurtenances located thereon or associated therewith and (2) all rights, title and interest in, and to and under the leases or subleases of the real property Related to the IP Business, , including, in each case, to the extent provided for in such leases, any land and land improvements, structures, buildings and building improvements, tidelands or other marine leases, other improvements, fixtures, rights of ingress and egress, rights under any covenants, conditions and/or restrictions, all contract rights, if any, relating to the operation of the land or any improvements thereon, all riparian rights, surface and underground water rights, and any and all other water rights pertaining to the land, and any and all licenses, permits, registrations, approvals and authorizations which have been issued by any Governmental Entity related to the land and all easements and rights of way pertaining thereto or accruing to the benefit thereof and appurtenances (the “IP Real Property”);

(b) except for IT Assets and IP RemainCo Inventory, any and all tangible personal property and interests therein, including machinery, furniture, tools, equipment, vehicles, in each case that are Related to the IP Business,;

(c) any and all raw materials, works-in-process, supplies, ingredients, inputs, parts, packaging, finished goods and products and other inventories, (I) related to, or held for the benefit of, the IP Business and not related (other than in a de minimis respect) to any other Business, (II) related to the IP Business (other than in a de minimis respect) and held at any IP Specified Owned Real Property, IP Specified Leased Real Property or IP Real Property (unless at a portion of such site leased to a different Group pursuant to an intergroup lease) that is not subject to any manufacturing product agreement, (III) Related to the IP Business, held at any Product Specified Owned Real Property, Product Specified Leased Real Property or Product Real Property, other than any portion thereof leased by the IP RemainCo Group pursuant to an intergroup lease (other than those subject to any manufacturing product agreement), and not related (other than in a de minimis respect) to the Business of the Group to which such real property was allocated, and (IV) Related to the IP Business and not held at a real property constituting Product Specified Owned Real Property, Product Specified Leased Real Property, IP Specified Owned Real Property, IP Specified Leased Real Property or IP Real Property (the “IP RemainCo Inventory”) (it being understood and agreed that any and all raw materials, works-in-process, supplies, ingredients, inputs, parts, packaging and finished goods referred to under clause (II) shall constitute an Asset Related to the IP Business);

(d) all Intellectual Property Related to the IP Business;

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(e) any and all Consents, registrations and Regulatory Data, in each case, that is Related to the IP Business;

(f) any and all Information (other than Intellectual Property and IT Assets) that is Related to the IP Business; and

(g) any and all interests in the capital stock of, or other equity interests in, any Person that is not a member of the IP RemainCo Group or Product SpinCo Group that is Related to the IP Business.

(77) “IP Business” shall mean (i) the intellectual property licensing business, (ii) any other business conducted primarily through the use of the IP Assets prior to the Relevant Time (other than that described in clause (i) of the definition of “Product Business”) and (iii) the businesses and operations of Business Entities acquired or established by or for IP RemainCo or any of its Subsidiaries after the date of this Agreement (other than that described in clause (i)—(iii) of the definition of “Product Business”).

(78) “IP Contracts” shall mean Contracts to which IP RemainCo or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or any of their respective Assets is bound that relate exclusively to the IP Business, the IP Assets and/or the IP Liabilities and are not related (other than in a de minimis respect) to any other Business, any Product Asset or any Product Liability.

(79) “IP Liabilities” shall mean any and all Liabilities of (x) any member of the Product SpinCo Group at the Relevant Time and/or (y) any member of the IP RemainCo Group at the Relevant Time, in the following categories, in each case, regardless of (i) when or where such Liabilities arose or arise, (ii) where or against whom such Liabilities are asserted or determined, (iii) regardless of whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Product SpinCo Group or IP RemainCo Group, as the case may be, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates and (iv) which entity is named in any Action associated with any Liability (except for Liabilities related to Taxes which are governed exclusively by the Tax Matters Agreement, and Liabilities allocated pursuant to the Employee Matters Agreement, which are governed exclusively thereby):

(i) any and all Liabilities that are expressly assumed by or allocated to the IP RemainCo Group pursuant to this Agreement, including any obligations and Liabilities of any member of the IP RemainCo Group under this Agreement, including those pursuant to Section 11.5 hereof;

(ii) any and all Liabilities arising out of Inventor Remuneration to the extent related to the discrete and reasonably identifiable part thereof solely attributable to the use or sublicense of Intellectual Property constituting a Product Asset by a member of the IP RemainCo Group as Licensees (as such term is defined in the Cross Business License Agreement) under the Cross Business License Agreement;

(iii) the Applicable IP Percentage of any Specified Shared Liability;

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(iv) any of the Liabilities set forth on Schedule 1.1(79)(iv);

(v) any and all IP Shared Contracts; provided; however, that any such IP Shared Contracts shall be subject to Section 2.2(d);

(vi) any and all Liabilities for Indebtedness of the type described in clauses (i), (iv) and (vii) of the definition of Indebtedness of Historical Xperi that was incurred by any member of the IP RemainCo Group (and any such Indebtedness guaranteed by any member of Historical Xperi that is a member of the IP RemainCo Group) (clauses (i)-(vi) of this Section 1.1(79), the “Specified IP Liabilities”);

(vii) unless constituting a Specified Product Liability, (i) any and all checks issued but not drawn and accounts payable to the extent related to the IP Business, and (ii) all accounts payable represented by an invoice to the extent related to the IP Business; and

(viii) any and all Liabilities Related to the IP Business, including in the following categories, but in each case, excluding the Specified Product Liabilities, the Liabilities described in clause (vii) of the definition of Product Liabilities and the Liabilities described in clause (vi) of the definition of IP Liabilities:

(a) any and all Liabilities arising out of or resulting from any Action Related to the IP Business; and

(b) any and all Liabilities arising under any of the IP Contracts.

(80) “IP RemainCo” shall have the meaning set forth in the preamble.

(81) “IP RemainCo Common Stock” shall mean the issued and outstanding shares of common stock, par value $0.001 per share, of IP RemainCo.

(82) “IP RemainCo CSIs” shall have the meaning set forth in Section 2.3(b)(iv).

(83) “IP RemainCo Group” shall mean IP RemainCo and each Person (other than any member of the Product SpinCo Group) that is a direct or indirect Subsidiary of IP RemainCo immediately after the Business Realignment Time.

(84) “IP RemainCo Indemnitees” shall mean each member of the IP RemainCo Group and each of their Affiliates from and after the Effective Time and each member of the IP RemainCo Group’s and their respective Affiliates’ respective current, former and future directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing.

(85) “IP RemainCo Liability Policies” shall have the meaning set forth in Section 10.2.

(86) “IP Shared Contracts” shall mean any and all Shared Contracts that are primarily related to the IP Business including those set forth on Schedule 2.2(d).

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(87) “IT Assets” shall mean all (i) Software (including any Copyrights therein), computer systems, public Internet protocol address blocks, telecommunications equipment and other information technology infrastructure (including servers and server equipment, computers (including laptop computers), computer equipment and hardware, printers, telephones (including cell phones and smartphones) and telephone equipment (including headsets), network devices and equipment (including routers, wireless access points, switches and hubs), fiber and backbone cabling and other telecommunications wiring, demarcation points and rooms, computer rooms and telecommunications closets), (ii) documentation, reference, resource and training materials to the extent relating thereto, and (iii) Contracts to the extent relating to any of the foregoing clauses (i) and (ii) (including Software license agreements, source code escrow agreements, support and maintenance agreements, electronic database access contracts, domain name registration agreements, public Internet protocol address block agreements, website hosting agreements, Software or website development agreements, outsourcing agreements, service provider agreements, interconnection agreements and telecommunications agreements); provided, that, notwithstanding the foregoing, IT Assets shall exclude Know-How contained or stored in any of the items described in the foregoing subsections (i) through (iii) and Patents that claim any such Know-How.

(88) “Law” shall mean any U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, constitution, law, ordinance, regulation, rule, code, income tax treaty, order, requirement or rule of law (including common law) or other binding directives promulgated, issued, entered into or taken by any Governmental Entity.

(89) “Liabilities” shall mean any and all Indebtedness, liabilities, costs, expenses, interest and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, reserved or unreserved, or determined or determinable, including those arising under any Law, Action, whether asserted or unasserted, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Entity and those arising under any Contract or any fines, Damages or equitable relief which may be imposed and including all costs and expenses related thereto. Except as otherwise specifically set forth herein or in the Tax Matters Agreement or Employee Matters Agreement, the rights and obligations of the Parties with respect to Taxes and with respect to liabilities of the nature described in the preceding sentence of this definition that are allocated pursuant to the Employee Matters Agreement (“Employee Related Liabilities”) shall be governed by the Tax Matters Agreement and Employee Matters Agreement, respectively, and, therefore, Taxes and Employee Related Liabilities shall not be treated as Liabilities governed by this Agreement other than for purposes of indemnification related to the Distribution Disclosure Documents.

(90) “Liable Party” shall have the meaning set forth in Section 2.2(c)(ii).

(91) “Negotiation Period” shall mean the General Negotiation Period or the Privilege Waiver Negotiation Period, as applicable.

(92) “Non-Assumable Third Party Claims” shall have the meaning set forth in Section 7.4(b).

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(93) “Non-Shared Contract” shall mean all Contracts of istHistorical Xperi transferred in accordance with this Agreement other than any Shared Contracts.

(94) “Notice Recipient” shall have the meaning set forth in Section 2.2(d)(vi).

(95) “Notifying Party” shall have the meaning set forth in Section 2.2(d)(vi).

(96) “NYSE” shall mean the New York Stock Exchange.

(97) “Other Party’s Auditor” shall have the meaning set forth in Section 5.2(a)(i).

(98) “Other Party” shall have the meaning set forth in Section 2.2(c)(i).

(99) “Other Surviving Intergroup Accounts” shall have the meaning set forth in Section 2.3(a).

(100) “Partial Assignment” shall have the meaning set forth in Section 2.2(d)(i).

(101) “Party” or “Parties” shall have the meaning set forth in the preamble.

(102) “Person” shall mean any natural person, firm, individual, corporation, business trust, joint venture, association, bank, land trust, trust company, company, limited liability company, partnership or other organization or entity, whether incorporated or unincorporated, or any Governmental Entity.

(103) “Policies” shall mean insurance policies and insurance Contracts of any kind (other than life and benefits policies or Contracts), including primary, excess and umbrella policies, comprehensive general liability policies, director and officer liability, fiduciary liability, automobile, aircraft, property and casualty, workers’ compensation and employee dishonesty insurance policies, bonds and captive insurance company arrangements, together with the rights, benefits and privileges thereunder.

(104) “Privilege” shall have the meaning set forth in Section 8.7(a).

(105) “Privilege Waiver Negotiation Period” shall have the meaning set forth in Section 8.7(c)(iv).

(106) “Privilege Waiver Objection Notice” shall have the meaning set forth in Section 8.7(c)(i).

(107) “Privileged Information” shall have the meaning set forth in Section 8.7(a).

(108) “Product Assets” shall mean any and all right, title and interest in and to the following Assets of (x) any member of the Product SpinCo Group at the applicable Relevant Time, and (y) any member of the IP RemainCo Group at the Relevant Time (provided, however, that Product Assets shall not include Tax Assets (as defined in the Tax Matters Agreement), which shall be governed by the Tax Matters Agreement, or Assets allocated pursuant to the Employee Matters Agreement, which shall be governed thereby):

(i) (A) all interests in the capital stock of, or any other equity interests in the members of the Product SpinCo Group (other than Product SpinCo) and any and all rights related thereto;

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(ii) the Assets set forth on Schedule 1.1(108)(ii);

(iii) any and all rights and interests of the Product SpinCo Group under this Agreement;

(iv) (A) all rights, title and interest in and to the owned real property set forth on Schedule 1.1(108)(iv)(A), including, in each case, all land and land improvements, structures, buildings and building improvements, tidelands or other marine leases, other improvements, fixtures, rights of ingress and egress, rights under any covenants, conditions and/or restrictions, all contract rights, if any, relating to the operation of the land or any improvements thereon, all riparian rights, surface and underground water rights, and any and all other water rights pertaining to the land, and any and all licenses, permits, registrations, approvals and authorizations which have been issued by any Governmental Entity related to the land and all easements and rights of way pertaining thereto or accruing to the benefit thereof and appurtenances located thereon or associated therewith (except to the extent otherwise set forth on Schedule 1.1(108)(iv)(A) under the heading “Other Party in Possession”) (the “Product Specified Owned Real Property”) and (B) all rights, title and interest in, and to and under the leases or subleases of the real property set forth on Schedule 1.1(108)(iv)(B), including, in each case, to the extent provided for in such leases, any land and land improvements, structures, buildings and building improvements, tidelands or other marine leases, other improvements, fixtures, rights of ingress and egress, rights under any covenants, conditions and/or restrictions, all contract rights, if any, relating to the operation of the land or any improvements thereon, all riparian rights, surface and underground water rights, and any and all other water rights pertaining to the land, and any and all licenses, permits, registrations, approvals and authorizations which have been issued by any Governmental Entity related to the land and all easements and rights of way pertaining thereto or accruing to the benefit thereof and appurtenances (except to the extent otherwise set forth on Schedule 1.1(108)(iv)(B) under the heading “Other Party in Possession”) (the “Product Specified Leased Real Property”);

(v) any and all Product Shared Contracts; provided; however, that any such Product Shared Contracts shall be subject to Section 2.2(d);

(vi) (A) the Patents and Patent applications and registrations set forth on Schedule 1.1(108)(vi)(A), (B)(I) the Xperi and TiVo names and any and all Xperi and TiVo brands, related Trademarks and related Trademark applications and registrations, and any and all derivations, abbreviations, translations, localizations and other variations of any of the foregoing and any confusingly similar Trademark and Trademark application and registration and (II) the Trademarks and Trademark applications and registrations set forth on Schedule 1.1(108)(vi)(B)(II), (C) the Copyrights and Copyright applications and registrations set forth on Schedule 1.1(108)(vi)(C) and (D) the Know-How set forth on Schedule 1.1(108)(vi)(D);

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(vii) any and all Assets in respect of accruals, counterclaims, insurance claims, rights to coverage under applicable insurance policies, warranties, contractual indemnities, control rights and other rights similar to the foregoing, in each case, to the extent related to any Product Liability;

(viii) the IT Assets set forth on Schedule 1.1(108)(viii);

(ix) all Product Contracts;

(x) other than Intellectual Property and IT Assets, any and all (a) Information to the extent related to any Product Asset or Product Liability and (b) corporate or similar legal entity books and records of any Person described in clause (i) of this definition of Product Assets;

(xi) the Applicable Product Percentage of any Specified Shared Asset (clauses (i)–(xi), the “Specified Product Assets”);

(xii) unless constituting a Specified IP Asset under clauses (i)–(x) of the definitions thereof:

(a) any and all rights, title and interest in, and to, any Asset (excluding IT Assets and excluding Intellectual Property) of Historical Xperi that is not related to any Business (other than in a de minimis respect) (e.g. corporate or enterprise-wide Assets) owned by a member of the Product SpinCo Group;

(b) all Intellectual Property owned by Historical Xperi that is not related to any Business (other than in a de minimis respect);

(c) (I) all Cash and Cash Equivalents, notes, interest receivables and other financial assets owned by any member of the Product SpinCo Group (other than any such Cash and Cash Equivalents, notes, interest receivables and other financial assets constituting IP Factoring Proceeds) and (II) all derivative instruments of Historical Xperi owned by any member of the Product SpinCo Group;

(d) all credits, prepaid expenses, rebates, deferred charges, advance payments, security deposits and prepaid items, in each case to the extent they are used or held for use in, or arise out of, the operation or conduct of (I) the Product Business (including, for the avoidance of doubt, such portion of any credits, prepaid expenses, rebates, deferred charges, advance payments, security deposits and prepaid items of the Product SpinCo Group to the extent they are used or held for use in, or arise out of, the operation or conduct of the Product Business) and (II) Historical Xperi to the extent such credits, prepaid expenses, rebates, deferred charges, advance payments, security deposits and prepaid items are owned by a member of the Product SpinCo Group, and are not related to any Business (other than in a de minimis respect);

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(e) except for furniture, all tangible personal property and interests therein (including machinery, tools, equipment and vehicles), in each case, that is not related to any Business (other than in a de minimis respect) for which the relevant historical use of such Asset was at any Product Specified Owned Real Property or Product Specified Leased Real Property, other than at any portion leased or subleased by any member of the IP RemainCo Group pursuant to an intergroup lease;

(f) all furniture that is not related to any Business (other than in a de minimis respect) to the extent that the relevant historical use of such furniture was at (I) any Product Specified Owned Real Property, Product Specified Leased Real Property (except as provided pursuant to the terms of an intergroup lease or lease with any Person other than the Parties and their respective Group members and Affiliates);

(g) any and all Information of Historical Xperi (other than (x) Intellectual Property, (y) Information described in clause (xi) of the definition of “IP Assets” and (z) IT Assets) that is not related to any Business (other than in a de minimis respect) (I) owned by a member of the Product SpinCo Group; and

(h) all rights, claims, causes of action and credits to the extent relating to any Product Asset that do not relate to any Business (other than in a de minimis respect) and do not relate to any IP Liability (other than in a de minimis respect), including those arising under any guaranty, warranty, indemnity, right of recovery, right of set-off or similar right,; and

(xiii) any and all Assets Related to the Product Business, including in the following categories, but, in each case, excluding IT Assets, the Specified IP Assets and the Assets described in clause (xii) of each of the definitions of Product Assets and IP Assets:

(a) (1) all rights, title and interest in and to the owned real property Related to the Product Business, including, in each case, all land and land improvements, structures, buildings and building improvements, tidelands or other marine leases, other improvements, fixtures, rights of ingress and egress, rights under any covenants, conditions and/or restrictions, all contract rights, if any, relating to the operation of the land or any improvements thereon, all riparian rights, surface and underground water rights, and any and all other water rights pertaining to the land, and any and all licenses, permits, registrations, approvals and authorizations which have been issued by any Governmental Entity related to the land and all easements and rights of way pertaining thereto or accruing to the benefit thereof and appurtenances located thereon or associated therewith and (2) all rights, title and interest in, and to and under the leases or subleases of the real property Related to the Product Business, including, in each case, to the extent provided for in such leases, any land and land improvements, structures, buildings and building improvements, tidelands or other marine leases, other improvements, fixtures, rights of ingress and egress, rights under any covenants, conditions and/or restrictions, all contract rights, if any, relating to the operation of the land or any improvements thereon, all riparian rights, surface and underground water rights, and any and all other water rights pertaining to the land, and any and all licenses, permits, registrations, approvals and authorizations which have been issued by any Governmental Entity related to the land and all easements and rights of way pertaining thereto or accruing to the benefit thereof and appurtenances (the “Product Real Property”);

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(b) except for IT Assets and Product SpinCo Inventory, any and all tangible personal property and interests therein, including machinery, furniture, tools, equipment, vehicles, in each case that are Related to the Product Business;

(c) any and all raw materials, works-in-process, supplies, ingredients, inputs, parts, packaging, finished goods and products and other inventories, (I) related to, or held for the benefit of, the Product Business and not related (other than in a de minimis respect) to any other Business, (II) Related to the Product Business (other than in a de minimis respect) and held at any Product Specified Owned Real Property, Product Specified Leased Real Property or Product Real Property (unless at a portion of such site leased to a different Group pursuant to an intergroup lease), (III) Related to the Product Business, held at any IP Specified Owned Real Property, IP Specified Leased Real Property or IP Real Property, other than any portion thereof leased by the Product SpinCo Group pursuant to an intergroup lease (other than those subject to any manufacturing product agreement), and not related (other than in a de minimis respect) to the Business of the Group to which such real property was allocated, and (IV) Related to the Product Business and not held at a real property constituting Product Specified Owned Real Property, Product Specified Leased Real Property, Product Real Property, IP Specified Owned Real Property, IP Specified Leased Real Property or IP Real Property (the “Product SpinCo Inventory”) (it being understood and agreed that any and all raw materials, works-in-process, supplies, ingredients, inputs, parts, packaging and finished goods referred to under clause (III) shall constitute an Asset Related to the Product Business);

(d) all Intellectual Property Related to the Product Business;

(e) any and all Consents, registrations and Regulatory Data, in each case, that is Related to the Product Business;

(f) any and all Information (other than Intellectual Property and IT Assets) that is Related to the Product Business; and

(g) any and all interests in the capital stock of, or other equity interests in, any Person that is not a member of the IP RemainCo Group or Product SpinCo Group that is Related to the Product Business.

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(109) “Product Business” shall mean (i) the product business of Historical Xperi (except for those described in clauses (i), (ii) or (iii) of the definition of “IP Business”), (iii) any other business conducted primarily through the use of the Product Assets prior to the Relevant Time (other than that described in clause (i) of the definition of “IP Business”) and (iv) the businesses and operations of Business Entities acquired or established by or for Product SpinCo or any of its Subsidiaries in connection with the operation of the product business after the date of this Agreement (other than that described in clause (i) of the definition of “IP Business”)..

(110) “Product Contracts” shall mean Contracts to which IP RemainCo or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or any of their respective Assets is bound, whether or not in writing, which fall within the following categories:

(i) any and all contracts that relate exclusively to the Product Business, the Product Assets and/or the Product Liabilities and are not related (other than in a de minimis respect) to the IP Business, any IP Asset, or any IP Liability; and

(ii) any and all Contracts to which IP RemainCo was a party as of the Relevant Time (and any amendments, extensions or replacements thereof) that are not related in any respect to any Business (other than in a de minimis respect).

(111) “Product Form 10” shall mean the registration statement on Form 10 filed by Product SpinCo with the Commission in connection with the Distribution.

(112) “Product Liabilities” shall mean any and all Liabilities of (x) any member of the Product SpinCo Group at the Relevant Time and/or (y) any member of the IP RemainCo Group at the applicable Relevant Time, in the following categories, in each case, regardless of (i) when or where such Liabilities arose or arise, (ii) where or against whom such Liabilities are asserted or determined, (iii) regardless of whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Product SpinCo Group or IP RemainCo Group, as the case may be, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates and (iv) which entity is named in any Action associated with any Liability (except for Liabilities related to Taxes which are governed exclusively by the Tax Matters Agreement, and Liabilities allocated pursuant to the Employee Matters Agreement, which are governed exclusively thereby):

(i) any and all Liabilities that are expressly assumed by or allocated to the Product SpinCo Group pursuant to this Agreement, including any obligations and Liabilities of any member of the Product SpinCo Group under this Agreement, including those pursuant to Section 11.5 hereof;

(ii) any and all Liabilities (including under applicable federal and state securities Laws) relating to, arising out of or resulting from the Distribution Disclosure Documents, including the Product Form 10, in each case relating to, arising out of or resulting from occurrences prior to, the Distribution;

(iii) any and all Liabilities arising out of Inventor Remuneration to the extent related to (i) the Intellectual Property constituting a Product Asset (other than any discrete and reasonably identifiable part thereof solely attributable to the use or sublicense of such Intellectual Property by members of the IP RemainCo Group as Licensees (as such term is defined in the Cross Business License Agreement) under the Cross Business License Agreement), or (ii) the discrete and reasonably identifiable part thereof solely attributable to the use or sublicense of Intellectual Property constituting an IP Asset by a member of the Product SpinCo Group as Licensees (as such term is defined in the Cross Business License Agreement) under the Cross Business License Agreement;

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(iv) the Applicable Product Percentage of any Specified Shared Liability;

(v) any of the Liabilities set forth on Schedule 1.1(112)(v);

(vi) any and all Liabilities for Indebtedness of the type described in clauses (i), (iv) and (vii) (but in case of clause (vii) solely with respect to clauses (i) and (iv)) of the definition of Indebtedness of Historical Xperi that was incurred by any member of the Product SpinCo Group (and any such Indebtedness guaranteed by any member of Historical Xperi that is a member of the Product SpinCo Group) (clauses (i)-(vi) of this Section 1.1(112), the “Specified Product Liabilities”);

(vii) unless constituting a Specified IP Liability, (i) any and all checks issued but not drawn and accounts payable to the extent related (other than in de minimis respects) to the Product Business, and (ii) all accounts payable represented by an invoice to the extent related to the Product Business; and

(viii) any and all Liabilities Related to the Product Business, including in the following categories, but in each case, excluding the Specified IP Liabilities, the Liabilities described in clause (vii) of the definition of Product Liabilities and the Liabilities described in clause (vi) of the definition of IP Liabilities:

(a) any and all Liabilities arising out of or resulting from any Action Related to the Product Business; and

(b) any and all Liabilities arising under any of the Product Contracts (except in the case of a Contract constituting a Product Contract because it is exclusively related to a Product Asset, any such Liabilities Related to the IP Business).

(113) “Product Shared Contracts” shall mean any and all Shared Contracts that are primarily related to the Product Business.

(114) “Product SpinCo” shall have the meaning set forth in the preamble.

(115) “Product SpinCo Common Stock” shall have the meaning set forth in the recitals hereto.

(116) “Product SpinCo CSIs” shall have the meaning set forth in Section 2.3(b)(iv).

(117) “Product SpinCo Group” shall mean Product SpinCo and each Person (other than any member of the IP RemainCo Group) that is a direct or indirect Subsidiary of Product SpinCo immediately after the Business Realignment Time, and each Person that becomes a Subsidiary of Product SpinCo after the Business Realignment Time.

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(118) “Product SpinCo Indemnitees” shall mean each member of the Product SpinCo Group and each of their Affiliates from and after the Effective Time and each member of the Product SpinCo Group’s and their respective current, former and future Affiliates’ respective directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing.

(119) “Product SpinCo Information Statement” shall mean the information statement attached as an exhibit to the Product Form 10 sent to the holders of shares of IP RemainCo Common Stock in connection with the Distribution, including any amendment or supplement thereto.

(120) “Product SpinCo Liability Policies” shall have the meaning set forth in Section 10.2.

(121) “Product SpinCo Licensed Trademarks” shall mean those trademarks set forth on Schedule 5.6.

(122) “Public Reports” shall have the meaning set forth in Section 5.2(c).

(123) “Records” shall mean any Contracts, documents, books, records or files.

(124) “Regulatory Data” shall mean any and all regulatory data (including studies, data, raw data, efficacy data, reports, physical samples, reviews (including business risk reviews), opinions, information or other compliance requirements, including safety, risk and exposure assessments) in written, electronic, computerized, digital, or other tangible or intangible media, actually submitted to, or maintained to support a submission to (whether submitted or not), a Governmental Entity or a third party to seek, obtain or maintain a Consent from a Governmental Entity or demonstrate regulatory compliance.

(125) “Related”, with respect to any Business, shall mean primarily related to, primarily used in or primarily held for use in the conduct of such Business.

(126) “Relevant Time” shall mean, as between any member of the IP RemainCo Group and any member of the Product SpinCo Group, the time of the Distribution.

(127) “Rules” shall have the meaning set forth in Section 9.1(c).

(128) “Section 7.10(a) Basket” shall have the meaning set forth in Section 7.10(a).

(129) “Section 8.8 Matters” shall have the meaning set forth in Section 8.8(a).

(130) “Security Interest” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-entry, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever, excluding restrictions on transfer under securities Laws and licenses of Intellectual Property.

(131) “Separation Expenses” shall have the meaning set forth in Section 11.5.

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(132) “Shared Contract” shall mean, any Contract, other than a Product Contract or a IP Contract, of (1) a member of the IP RemainCo Group that inures in part to the benefit or burden of any member of the Product SpinCo Group, as of the Distribution Date or (2) a member of the Product SpinCo Group that inures in part to the benefit or burden of any member of the IP RemainCo Group, as of the Distribution Date, including as set forth on Schedule 2.2(d).

(133) “Shared Policies” shall mean all Policies, current or past, which are owned or maintained by or on behalf of IP RemainCo or any of its Subsidiaries which relate to one or more of the Product Business or the IP Business.

(134) “Software” shall mean all computer programs (whether in source code, object code, or other form), software implementations of algorithms, and related documentation, including flowcharts and other logic and design diagrams, technical, functional and other specifications, and user and training materials related to any of the foregoing.

(135) “Sole Benefit Services” shall have the meaning set forth in Section 8.7(a).

(136) “Specified Shared Asset” shall mean the Assets set forth on Schedule 1.1(136).

(137) “Specified Shared Liabilities” shall mean:

(i) any and all Liabilities set forth on Schedule 1.1(137)(i);

(ii) any and all Liabilities of IP RemainCo or Product SpinCo to the extent relating to, arising out of or resulting from a general corporate matter of IP RemainCo related to occurrences on or prior to the Distribution Date, including any such Liabilities (including under applicable federal and state securities Laws) to the extent relating to, arising out of or resulting from:

(a) claims made by or on behalf of holders of any of IP RemainCo’s securities, in their capacities as such;

(b) any (x) form, report, statement, certifications or other document (including all exhibits, amendments and supplements thereto) (other than a Distribution Disclosure Document) filed by IP RemainCo with the Commission on or prior to the Distribution Date, including the financial statements included therein (other than for Liabilities related to any such forms, reports, statements, certifications or other documents, in each case filed in connection with the Internal Reorganization and the Business Realignment, specifically relating to the Product Business or the IP Business, as the case may be) or (y) Financing Disclosure Documents in respect of occurrences prior to the Distribution Date; and

(c) (x) indemnification obligations to any current or former director or officer of IP RemainCo in their capacity as such in respect of occurrences prior to the Distribution Date or (y) any claims for breach of fiduciary duties brought against any current or former directors or officers of IP RemainCo, in their capacities as such in respect of occurrences prior to the Distribution Date, in each case, relating to any acts, omissions or events on or prior to the Distribution Date; and

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(iii) any Separation Expenses not allocated to a Party in Section 11.5.

In the case of any Liability a portion of which relates to occurrences on or prior to the Distribution Date and a portion of which relates to occurrences after the Distribution Date, only that portion that relates to occurrences on or prior to the Distribution Date shall be considered a Specified Shared Liability; and with respect to the portion of such Liability that relates to occurrences after the Distribution Date, such Liability shall be allocated in accordance with the definitions of Product Liability or IP Liability, as the case may be. For purposes of clarification of the foregoing, the Parties agree that no Liability relating to, arising out of or resulting from any obligation of any Person to perform the executory portion of any Contract existing as of the Distribution Date shall be deemed to be a Specified Shared Liability.

Notwithstanding anything to the contrary herein, Specified Shared Liabilities shall not include any Liabilities that are related or attributable to or arising in connection with Taxes or Tax Returns.

(138) “Steps Plan” shall mean the steps plan set forth on Exhibit A hereto.

(139) “Subsidiary” shall mean with respect to any Person (i) a corporation, fifty percent (50%) or more of the voting or capital stock of which is, as of the time in question, directly or indirectly owned by such Person and (ii) any other partnership, joint venture, association, joint stock company, trust, unincorporated organization or other entity in which such Person, directly or indirectly, owns fifty percent (50%) or more of the equity or economic interest thereof or has the power to elect or direct the election of fifty percent (50%) or more of the members of the governing body of such entity or otherwise has control over such entity (e.g., as the managing partner of a partnership).

(140) “Tax” or “Taxes” shall have the meaning set forth in the Tax Matters Agreement.

(141) “Tax Contest” shall have the meaning set forth in the Tax Matters Agreement.

(142) “Tax Matters Agreement” shall mean the Tax Matters Agreement effective as of [•], by and among IP RemainCo and Product SpinCo.

(143) “Tax Return” shall have the meaning set forth in the Tax Matters Agreement.

(144) “Taxing Authority” shall have the meaning set forth in the Tax Matters Agreement.

(145) “Third Party Claim” shall have the meaning set forth in Section 7.4(a).

(146) “Third Party Proceeds” shall have the meaning set forth in Section 7.8(a).

(147) “Trademarks” shall have the meaning set forth in the definition of “Intellectual Property.”

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(148) “Transaction Expenses” shall have the meaning set forth in Section 11.5.

(149) “Transfer” shall have the meaning set forth in Section 2.2(b)(i) and the term “Transferred” shall have its correlative meaning.

(150) “Transition Services Agreement” shall mean the Transition Services Agreement effective as of the date of the Distribution, by and between a member of the Product SpinCo Group and a member of the IP RemainCo Group.

Section 1.2 References; Interpretation. For the purposes of this Agreement, (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules to this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) references to “written” or “in writing” include in electronic form; (h) the Parties have each participated in the negotiation and drafting of this Agreement, except as otherwise stated herein, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement; (i) a reference to any Person includes such Person’s successors and permitted assigns; (j) any reference to “days” means calendar days unless Business Days are expressly specified; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; (l) any statute defined or referred to herein means such statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated; (m) the use of the phrases “the date of this Agreement”, “the date hereof”, “of even date herewith” and terms of similar import shall be deemed to refer to the date set forth in the preamble to this Agreement; (n) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase; (o) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; and (p) any consent given by either party hereto pursuant to this Agreement shall be valid only if contained in a written instrument signed by such Party. Unless the context requires otherwise, references in this Agreement to “Product SpinCo” shall also be deemed to refer to the applicable member of the Product SpinCo Group, references to “IP RemainCo” shall also be deemed to refer to the applicable member of the IP RemainCo Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by Product SpinCo or IP RemainCo shall be deemed to require Product SpinCo, or IP RemainCo, as the case may be, to cause the applicable members of the Product SpinCo Group or the IP RemainCo Group, respectively, to take, or refrain from taking, any such action.

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Section 1.3 Effective Time; Suspension.

(a) This Agreement shall be effective as of the Effective Time.

(b) Notwithstanding Section 1.3(a) above, solely as between any of the Parties that are Affiliates, the provisions of, and the obligations under, this Agreement shall be suspended as between such Parties until the applicable Relevant Time, other than for Sections 2.1, 2.2, 2.3 and 2.8 each of which will be effective as of the Effective Time.

ARTICLE II

THE SEPARATION

Section 2.1 General. Subject to the terms and conditions of this Agreement, each Party shall use, and shall cause the other members of its Group and its respective then-Affiliates to use, their respective reasonable best efforts to consummate the transactions contemplated hereby (including the Internal Reorganization and the Business Realignment), a portion of which have already been implemented prior to the date hereof.

Section 2.2 Transfer of Assets and Liabilities.

(a) Acknowledgment of Pre-Effective Time Transfers. Prior to the Effective Time, the Parties shall and shall cause the other members of its Group and its respective then-Affiliates to complete the Internal Reorganization and the Business Realignment (other than as set forth on Schedule 2.2).

(b) Transfer of Assets. Prior to the Relevant Time and, in each case, in accordance with the Steps Plan and pursuant to the Conveyancing and Assumption Instruments and, in connection with the Internal Reorganization and the Business Realignment:

(i) Subject to Section 2.5 (Transfers Not Effected On or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time) and Section 2.2(d) (Treatment of Shared Contracts), IP RemainCo shall, and shall cause the other members of its Group to, as applicable, transfer, contribute, assign and/or convey or cause to be transferred, contributed, assigned and/or conveyed (“Transfer”) to Product SpinCo or another member of the Product SpinCo Group all of its and the other members of its Group’s right, title and interest in and to the Product Assets and the applicable member(s) of the Product SpinCo Group shall accept from IP RemainCo and the applicable members of the IP RemainCo Group, all of IP RemainCo’s and the other members of the IP RemainCo Group’s respective direct or indirect rights, title and interest in and to the Product Assets; and

(ii) Subject to Section 2.5 (Transfers Not Effected On or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time) and Section 2.2(d) (Treatment of Shared Contracts), Product SpinCo shall, and shall cause the other members of its Group to, as applicable, Transfer to IP RemainCo or another member of the IP RemainCo Group all of its and the other members of its Group’s right, title and interest in and to the IP Assets and the applicable member(s) of the IP RemainCo Group shall accept from Product SpinCo and the applicable members of the Product SpinCo Group, all of Product SpinCo’s and the other members of the Product SpinCo Group’s respective direct or indirect rights, title and interest in and to the IP Assets, respectively.

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(c) Assignment and Assumption of Liabilities.

(i) Subject to Section 2.5 (Transfers Not Effected On or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time) and Section 2.2(d) (Treatment of Shared Contracts), (a) IP RemainCo shall, or shall cause a member of the IP RemainCo Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms (“Assume”), all of the IP Liabilities and (b) Product SpinCo shall, or shall cause a member of the Product SpinCo Group to, Assume all of the Product Liabilities.

(ii) Each Party, at the request of the other Party (such other Party, the “Other Party”), shall use commercially reasonable efforts to obtain, or to cause to be obtained, any Consent, release, substitution or amendment required to novate or assign to the fullest extent permitted by Law all obligations under Contracts (other than Shared Contracts, which shall be governed by Section 2.2(d)), and other obligations or Liabilities (other than with regard to guarantees or Credit Support Instruments, which shall be governed by Section 2.3(b) for which a member of such Party’s Group and a member of the Other Party’s Group are jointly or severally liable and that do not constitute Liabilities of such Other Party as provided in this Agreement, or to obtain in writing the unconditional release of the Other Party to such arrangements (other than any member of the Group who Assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group will be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration therefor to any third party from whom any such Consent, substitution or amendment is requested (unless such Party is fully reimbursed by the requesting Party). For the purposes of complying with the terms set forth in this Section 2.2(c)(ii), not more than thirty (30) Business Days after the end of each of the first six (6) fiscal quarters after the applicable Relevant Time, each of Product SpinCo and IP RemainCo shall deliver to the other Party a list of the Consents, releases, substitutions or amendments required to novate or assign to the fullest extent permitted by Law all obligations under Contracts (other than Shared Contracts, which shall be governed by Section 2.2(d), and other obligations or Liabilities (other than with regard to guarantees or Credit Support Instruments, which shall be governed by Section 2.3(b) for which a member of such Party’s Group and a member of the Other Party’s Group are jointly or severally liable and that do not constitute Liabilities of such Other Party as provided in this Agreement, along with the status and anticipated timing for obtaining such Consents, releases, substitutions or amendments required.

(iii) If the Parties are unable to obtain, or to cause to be obtained, any such required Consent, release, substitution or amendment, the Other Party or a member of such Other Party’s Group shall continue to be bound by such Contract or other obligation that does not constitute a Liability of such Other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Group who Assumed or retained such Liability as set forth in this Agreement (the “Liable Party”) shall, or shall cause a member of its Group to, directly pay, perform and discharge fully all the obligations or other Liabilities of such Other Party or member of such Other Party’s Group thereunder from and after the Effective Time. The Other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consent, release, substitution or amendment shall be obtained or such agreement, lease or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall promptly Transfer all rights, obligations and other Liabilities thereunder of any member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities. Each of the applicable Parties shall, and shall cause their respective Subsidiaries to, take all actions and do all things reasonably necessary on its part, or such Subsidiaries’ part, under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Section 2.2(c)(iii).

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(d) Treatment of Shared Contracts. Without limiting the generality of the obligations set forth in Sections 2.2(b) and (c):

(i) Unless the benefits of a Shared Contract are conveyed to the applicable Party (or member of its Group) pursuant to an Ancillary Agreement, (A) any Contract that is a Shared Contract, shall be assigned in part to the applicable member(s) of the applicable Group, if so assignable, or appropriately amended, bifurcated, replicated or otherwise modified prior to, on or after the Effective Time, so that each Party or the members of their respective Groups shall be entitled to the rights and benefits, and shall Assume the related portion of any Liabilities, inuring to their respective Businesses (each, a “Partial Assignment”); provided, however, that (x) in no event shall any member of any Group be required to assign (or amend) any Shared Contract in its entirety or to assign a portion of any Shared Contract (including any Policy) which is not assignable (or cannot be amended or otherwise modified) by its terms (including any terms imposing Consents or conditions on an assignment where such Consents or conditions have not been obtained or fulfilled) (including those set forth on Schedule 2.2(d)) or under applicable Law and (y) if any Shared Contract cannot be so partially assigned by its terms or otherwise, cannot be amended or otherwise modified or if such assignment or amendment or modification would impair the benefit the parties thereto derive from such Shared Contract, (A) the Parties shall, and shall cause each of their respective Subsidiaries to, take such other reasonable and permissible actions to cause a member of the IP RemainCo Group or the Product SpinCo Group as the case may be, to, in each case, (I) receive the benefit of that portion of each Shared Contract that relates to the Product Business, or the IP Business, as the case may be (in each case, to the extent so related) as if such Shared Contract had been assigned to (or amended or otherwise modified for the benefit of) a member of the applicable Group pursuant to this Section 2.2(d) (including, enforcing on the applicable Group’s behalf any and all of such Group’s rights against such third party under such Shared Contract solely to the extent related to the applicable Group’s respective Business (or applicable portion thereof)) and (II) bear the burden of the corresponding Liabilities (including any Liabilities that may arise by reason of such arrangement) as if such Liabilities had been Assumed by a member of the applicable Group pursuant to this Section 2.2(d), including expenses related to enforcing rights under such Shared Contract against the third party counterparty thereto solely to the extent related to the applicable Group’s respective Business (or applicable portion thereof); and indemnifying each other Group against all Indemnifiable Losses to the extent arising out of any actions (or omissions to act) taken by such other Group with respect to such Shared Contract at the direction of such first Party (except to the extent arising out of or related to gross negligence, fraud or willful misconduct by such other Group), in each case, as set forth on Schedule 2.2(d)(y)(A) (for the avoidance of doubt, in the event that any rights in connection with a Force Majeure Event or similar event are exercised under a Shared Contract, the benefits and burdens with respect to such Shared Contract (as modified by such Force Majeure Event or similar event) shall, if reasonably practicable, be shared proportionally or, if not reasonably practicable, in such other manner as would be most equitable, among the Groups related to such Contract (or in any other manner as may be agreed in good faith by the relevant Parties whose Group is related to such contract), in each case, to the extent so related to the Product Business or the IP Business) and (B) to the extent that the Parties cannot effect a Partial Assignment in accordance with this Section 2.2(d), or cannot implement the arrangements set forth in clause (A), within 180 days of the Distribution Date, the Parties shall use commercially reasonable efforts to, if requested by either Party, seek mutually acceptable alternative arrangements for the purpose of allocating rights and obligations to each Group under such Shared Contract reflecting the principles set forth in clause (A) of this provision (an “Acceptable Alternative Arrangement”) other than in respect of the Contracts set forth on Schedule 2.2(d) which shall remain with the contracting party until the expiration or earlier termination thereof.

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(ii) Each Party shall, and shall cause the other members of its Group to, use its commercially reasonable efforts to obtain the required Consents to complete a Partial Assignment of any Shared Contract as contemplated by this Agreement. Notwithstanding anything herein to the contrary, no Partial Assignment of any Shared Contract or Acceptable Alternative Arrangement shall be completed if it would violate any applicable Law or the rights of any third party to such Shared Contract.

(iii) To the extent permitted by applicable Law, each of IP RemainCo and Product SpinCo shall, and shall cause the members of its respective Group to, (A) treat for all Tax purposes the portion of each Shared Contract inuring to its respective Businesses as Assets owned by, and/or Liabilities of, as applicable, such Party, or the member(s) of such Party’s respective Group, as applicable, not later than the Relevant Time and (B) neither report shall take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax Law or good faith resolution of a Tax Contest relating to income Taxes).

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(iv) With respect to Liabilities pursuant to, under or relating to a Shared Contract to the extent relating to occurrences from and after the Relevant Time, such Liabilities shall, unless otherwise allocated pursuant to this Agreement or any Ancillary Agreement, be allocated among IP RemainCo and Product SpinCo as follows:

(1) If such Liability is incurred (x) exclusively in respect of the Product Business, such Liability shall be allocated to Product SpinCo or its applicable Subsidiary, or (y) exclusively in respect of the IP Business, such Liability shall be allocated to IP RemainCo or the applicable member of its Group;

(2) If such Liability cannot be so allocated under clause (1) above, such Liability shall be allocated to IP RemainCo or Product SpinCo, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract remaining as of the date of the Distribution by the Product Business or the IP Business, respectively, under the relevant Shared Contract after the Relevant Time); and

(3) Notwithstanding the foregoing in this clause (3), each of Product SpinCo or IP RemainCo shall be responsible for any and all such Liabilities to the extent arising from its (or its Subsidiary’s) breach after the Relevant Time of the relevant Shared Contract.

(v) None of IP RemainCo, Product SpinCo or any of the members of their respective Group or their Affiliates shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party to (x) obtain any new Contract or Partial Assignment with respect to any Shared Contract, as the case may be or (y) obtain any Consent necessary to enter into an Acceptable Alternative Arrangement; provided, however, a Party to which the benefit of a new Contract, Partial Assignment or Acceptable Alternative Arrangement would inure pursuant to this Section 2.2(d) may request that the Party that is allocated such Shared Contract as a Product Asset or IP Asset commence litigation, which request shall be considered in good faith by such Party; provided, further, that such Party’s good faith determination not to commence litigation shall not in and of itself constitute a breach of this Section 2.2(d)(v), but the foregoing shall not preclude consideration of a Party’s good faith for purposes of determining compliance with Section 2.2(d)(v).

(vi) From and after the Relevant Time, the Party to whose Group a Shared Contract has been allocated shall not (and shall cause the other members of its Group not to), without the consent of the other applicable Party or Parties (such consent not to be unreasonably withheld, conditioned or delayed) (x) waive any rights under such Shared Contract to the extent related to the Business, Assets or Liabilities of such other Party, (y) terminate (or consent to be terminated by the counterparty) such Shared Contract except in connection with (1) the expiration of such Shared Contract in accordance with its terms (it being understood, for the avoidance of doubt, that sending a notice of non-renewal to the counterparty to such Shared Contract in accordance with the terms of such Shared Contract is expressly permitted) or (2) a partial termination of such Shared Contract that would not reasonably be expected to impact any rights under such Shared Contract related to the Business, Assets or Liabilities of such other Party or Parties or any of its or their respective Subsidiaries, or (z) amend, modify or supplement such Shared Contract in a manner material (relative to the existing rights and obligations related to such other Party’s Business, Assets or Liabilities under such Shared Contract) and adverse to the Business, Assets or Liabilities of such other Party or Parties or any of its or their respective Subsidiaries. From and after the Distribution, if a member of a Group (the “Notice Recipient”) receives from a counterparty to a Shared Contract a formal notice of breach of such Shared Contract that would reasonably be expected to impact another Group, the Notice Recipient shall provide written notice to the other Party as soon as reasonably practicable (and in no event later than five (5) Business Days following receipt of such notice) and the Parties shall consult with respect to the actions proposed to be taken regarding the alleged breach. If a Group (the “Notifying Party”) sends to a counterparty to a Shared Contract a formal notice of breach of such Shared Contract that would reasonably be expected to impact another Group, the Notifying Party shall provide written notice to the other Party as soon as reasonably practicable (and in any event no less than five (5) Business Days prior to sending such notice of breach to the counterparty), and the Parties shall consult with each other regarding such alleged breach. From and after the Distribution, no Party shall (and shall cause the other members of its Group not to) breach any Shared Contract to the extent such breach would reasonably be expected to result in a loss of rights, or acceleration of obligations, of any member of the other Party’s Group (or related to its Business, Assets or Liabilities under such Shared Contract) pursuant to (X) such Shared Contract, (Y) any Partial Assignment related to such Shared Contract or (Z) any other Contract with the counterparty to such Shared Contract (or any of its Affiliates) in existence at the time of the Distribution that contains cross-default or similar provisions related to such Shared Contract.

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(e) Treatment of Non-Shared Contracts. If either Party believes in good faith that it (or a member of its Group) was intended to have access to all or certain rights or benefits under a Non-Shared Contract pursuant to the efforts by each Group prior to the Relevant Time to separate, replace, replicate, mirror and/or bifurcate Non-Shared Contracts but such Non-Shared Contract is deemed not to inure in part to the benefit or burden of that Party (or a member of its Group), then such Party may request that the Party whose Group is a party to such Non-Shared Contract enter into a Partial Assignment or Acceptable Alternative Arrangement in accordance with Section 2.2(d)(i) and such other Party shall consider such request in good faith.

(f) Consents. Each Party shall, and shall cause each member of its respective Group to, use its commercially reasonable efforts to obtain the required Consents for the Transfer of any Assets, Contracts, licenses, permits and authorizations issued by any Governmental Entity or parts thereof as contemplated by this Agreement. Notwithstanding anything herein to the contrary, no Contract or other Asset shall be transferred if it would violate applicable Law or, in the case of any Contract, the rights of any third party to such Contract; provided, that Sections 2.2(d) and 2.5, to the extent provided therein, shall apply thereto.

(g) Previous Transfers. Each party understands and agrees on behalf of itself and each member of its Group that certain of the Transfers referenced in Section 2.2(b) or Assumptions referenced in Section 2.2(c) have heretofore occurred and, as a result, no additional Transfers or Assumptions by any member of the IP RemainCo Group or Product SpinCo Group, as applicable, shall be deemed to occur upon the execution of this Agreement with respect thereto. To the extent that a member of the IP RemainCo Group or the Product SpinCo Group, as applicable, owns an IP Asset or Product Asset, respectively, as of the Effective Time, there shall be no need for such member to Transfer such Asset in connection with the operation of Section 2.2(b). Moreover, to the extent that a member of the IP RemainCo Group or the Product SpinCo Group, as applicable, is liable for any IP Liability or Product Liability, respectively, at the Effective Time, there shall be no need for such member to Assume such Liability in connection with the operation of Section 2.2(c).

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Section 2.3 Intercompany Accounts; Guarantees.

(a) Intercompany Accounts. Except as set forth in Section 7.1(b), any and all intercompany receivables, payables, loans and balances (other than (x) as specifically provided for under this Agreement, under any Ancillary Agreement, under any Continuing Arrangements or (y) as otherwise set forth on Schedule 2.3(a) (the matters set forth on Schedule 2.3(a), the “Other Surviving Intergroup Accounts”)) between any member of the Product SpinCo Group that was a member of Historical Xperi, on the one hand, and any member of the IP RemainCo Group that was a member of Historical Xperi, on the other hand, as of immediately prior to the Distribution Date (collectively, the “Intergroup Accounts”) shall, prior to the Distribution Date, be caused by Historical Xperi to be settled immediately prior to the Business Realignment Time, by means of cash payments, a dividend, capital contribution, a combination of the foregoing or otherwise. For the avoidance of doubt, the Other Surviving Intergroup Accounts (i) shall be an obligation of the relevant Party (or the relevant member of such Party’s Group), each responsible for fulfilling its (or a member of such Party’s Group’s) obligations in accordance with the terms and conditions applicable to such obligation or thirty (30) days of a written request by the beneficiary of such obligation given to the corresponding obligor thereunder, and (ii) shall be for each relevant Party (or the relevant member of such Party’s Group) an obligation to a third party and shall no longer be an intercompany account.

(b) Guarantees.

(i) (1) IP RemainCo shall, and shall cause the other members of its Group to, (with the reasonable cooperation of the other Party) use commercially reasonable efforts to have all members of the Product SpinCo Group removed as guarantor of or obligor for any IP Liability to the fullest extent permitted by applicable Law, and (2) Product SpinCo shall, and shall cause the other members of its Group to, (with the reasonable cooperation of the applicable Party) use commercially reasonable efforts to have all members of the IP RemainCo Group removed as guarantor of or obligor for any Product Liability to the fullest extent permitted by applicable Law, in each case (clauses (1)-(2)), on or prior to the Relevant Time or as soon as reasonably practicably thereafter. Except as otherwise provided in Section 2.3(b)(ii) no member of the Product SpinCo Group or IP RemainCo Group or any of their respective Affiliates from time to time shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party with respect to any such guarantees.

(ii) On or prior to the Relevant Time or as soon as reasonably practicable thereafter, to the extent required to obtain a release from a guaranty (a “Guaranty Release”) (i) of any member of the IP RemainCo Group, Product SpinCo shall, and shall cause the other members of its Group to, as applicable, execute a guaranty agreement in the form of the existing guaranty, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which any member of the Product SpinCo Group, would be reasonably unable to comply or (B) which would be reasonably expected to be breached, and (ii) of any member of the Product SpinCo Group, IP RemainCo shall, and shall cause the other members of its Group to, as applicable, execute a guaranty agreement in the form of the existing guaranty, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which IP RemainCo would be reasonably unable to comply or (B) which would be reasonably expected to be breached.

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(iii) If any of IP RemainCo or Product SpinCo is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (i) and (ii) of this Section 2.3(b) (i) the Party whose Group is relevant beneficiary shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article VII) and shall or shall cause one of the other members of its Group, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) each of IP RemainCo and Product SpinCo agrees not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any guarantees or Credit Support Instruments, for which the other Party is or may be liable unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such Party; provided, however, with respect to guarantees included in leases for real property, in the event a Guaranty Release is not obtained and such Party wishes to extend the term of such guaranteed lease, then such Party shall have the option of extending the term until the fourth (4th) anniversary of the Relevant Time if it provides such security as is reasonably satisfactory to the guarantor under such guaranteed lease and (iii) the relevant beneficiary shall pay to the guarantor or obligor a fee payable at the end of each calendar quarter based on a rate of 0.65% per annum on the average outstanding amount of the obligation underlying such guarantee or obligation during such quarter.

(iv) Each Party shall, and shall cause the other members of their respective Groups to cooperate and (i) Product SpinCo shall, and shall cause the other members of its Group to, use reasonable best efforts to replace all Credit Support Instruments issued by IP RemainCo or other members of the IP RemainCo Group on behalf of or in favor of any member of the Product SpinCo Group or the Product Business (the “Product SpinCo CSIs”) as promptly as practicable with Credit Support Instruments from Product SpinCo or a member of the Product SpinCo Group as of the Effective Time and (ii) IP RemainCo shall, and shall cause the other members of its Group to, use reasonable best efforts to replace all Credit Support Instruments issued by Product SpinCo or other members of the Product SpinCo Group on behalf of or in favor of any member of the IP RemainCo Group or the IP Business (the “IP RemainCo CSIs”) as promptly as practicable with Credit Support Instruments from IP RemainCo or a member of the IP RemainCo Group as of the Effective Time:

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(A) With respect to any Product SpinCo CSIs that remain outstanding after the Effective Time (x) Product SpinCo shall, and shall cause the members of the Product SpinCo Group to, jointly and severally indemnify and hold harmless the IP RemainCo Indemnitees for any Liabilities arising from or relating to the such Product SpinCo CSIs, including any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Product SpinCo CSIs in accordance with the terms thereof, (y) Product SpinCo shall pay to IP RemainCo a fee payable at the end of each calendar quarter based on a rate of 0.65% per annum on the average outstanding balance during such quarter of any outstanding Product SpinCo CSIs issued by IP RemainCo or any member of the IP RemainCo Group, respectively, and (z) without the prior written consent of IP RemainCo, Product SpinCo shall not, and shall not permit any member of the Product SpinCo Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, Contract or other obligation in connection with which IP RemainCo or any member of the IP RemainCo Group, respectively, has issued any Credit Support Instruments which remain outstanding. None of IP RemainCo and the members of the IP RemainCo Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the Product SpinCo Group or the Product Business after the expiration of such Product SpinCo CSI.

(B) With respect to any IP RemainCo CSIs that remain outstanding after the Effective Time (x) IP RemainCo shall, and shall cause the members of the IP RemainCo Group to, jointly and severally indemnify and hold harmless the Product SpinCo Indemnitees for any Liabilities arising from or relating to the such IP RemainCo CSIs, including any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such IP RemainCo CSIs in accordance with the terms thereof, (y) IP RemainCo shall pay to Product SpinCo, a fee payable at the end of each calendar quarter based on a rate of 0.65% per annum on the average outstanding balance during such quarter of any outstanding IP RemainCo CSIs issued by Product SpinCo or any member of the Product SpinCo Group, respectively, and (z) without the prior written consent of Product SpinCo, IP RemainCo shall not, and shall not permit any member of the IP RemainCo Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, Contract or other obligation in connection with which Product SpinCo or any member of the Product SpinCo Group, has issued any Credit Support Instruments which remain outstanding. None of Product SpinCo and the members of the Product SpinCo Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the IP RemainCo Group or the IP Business after the expiration of such IP RemainCo CSI.

Section 2.4 Limitation of Intercompany Liabilities; Intergroup Contracts.

(a) No Party shall have any Liability to the other Party in the event that any information exchanged or provided pursuant to this Agreement (but excluding any such information included in a Distribution Disclosure Document or Financing Disclosure Document) which is an estimate or forecast, or which is based on an estimate or forecast, is found to be inaccurate.

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(b) Except as set forth in Section 2.4(c), no Party or any other member of its Group shall be liable to the other Party or any other member of such other Party’s Group based upon, arising out of or resulting from any Contract, arrangement, course of dealing or understanding existing on or prior to the Relevant Time (other than this Agreement, the Ancillary Agreements, the Continuing Arrangements, the Other Surviving Intergroup Accounts, and the Other Surviving Selected Intercompany Accounts) and each Party (on behalf of itself and each other member of its Group) hereby terminates any and all Contracts, arrangements, course of dealings or understandings between or among it or any of its other Group members, on the one hand, and the other Party or any of its respective Group members, on the other hand, effective as of the Relevant Time (other than this Agreement, the Ancillary Agreements, the Continuing Arrangements, the Other Surviving Intergroup Accounts, and the Other Surviving Selected Intercompany Accounts and the Conveyancing and Assumption Instruments). No such terminated Contract, arrangement, course of dealing or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the applicable Relevant Time. The Parties shall, and shall cause the other members of their respective Groups to, execute and deliver such agreements, instruments and other papers as may be required to terminate any such Contract, arrangement, course of dealing or understanding pursuant to this Section 2.4(b) if so requested by a Party. Notwithstanding the foregoing, the provisions of this Section 2.4(b) shall not apply to any agreements, arrangements, commitments or understandings to which any Person other than the Parties and their respective Affiliates is a Party (it being understood that (x) to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such Contracts constitute Product Assets or Product Liabilities, or IP Assets or IP Liabilities, such Contracts shall be assigned or retained pursuant to Article II and (y) the obligations of any member of a Group to any other Group shall be deemed terminated as of the Relevant Time with no further liability to any Group as a result thereof).

(c) If any Contract, arrangement, course of dealing or understanding is terminated pursuant to Section 2.4(b), and, but for the mistake or oversight of either Party, would have been listed as continuing and is reasonably necessary for such affected Party to be able to continue to operate its Businesses in substantially the same manner in which such Businesses were operated prior to the applicable Relevant Time, then, at the request of such affected Party made within fifteen (15) months following the applicable Relevant Time, the Parties shall negotiate in good faith to determine whether and to what extent (including the terms and conditions relating thereto), if any, notwithstanding such termination, such Contract, arrangement, course of dealing or understanding should continue, or as appropriate, be re-instated, following the applicable Relevant Time; provided, however, that either Party may determine, in its sole discretion, not to re-instate or otherwise continue any such Contract, arrangement, course of dealing or understanding.

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Section 2.5 Transfers Not Effected On or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time.

(a) To the extent that any Transfers or Assumptions contemplated by this Article II shall not have been consummated at or prior to the Effective Time, the Parties shall use commercially reasonable efforts to effect such Transfers or Assumptions as promptly following the Effective Time as practicable. Nothing herein shall be deemed to require or constitute the Transfer of any Assets or the Assumption of any Liabilities which by their terms or operation of Law cannot be Transferred; provided, however, that the Parties and their respective Subsidiaries shall cooperate and use commercially reasonable efforts to seek to obtain, in accordance with applicable Law, any necessary Consents for the Transfer of all Assets and Assumption of all Liabilities contemplated to be Transferred and Assumed pursuant to this Article II to the fullest extent permitted by applicable Law. In the event that any such Transfer of Assets or Assumption of Liabilities has not been consummated, from and after the Effective Time (i) the Party (or relevant member in its Group) retaining such Asset shall thereafter hold (or shall cause such member in its Group to hold) such Asset in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and (ii) the Party intended to Assume such Liability shall, or shall cause the applicable member of its Group to, pay or reimburse the Party retaining such Liability for all amounts paid or incurred in connection with the retention of such Liability. To the extent the foregoing applies to any Contracts (other than Shared Contracts, which shall be governed solely by Section 2.2(d)) to be assigned for which any necessary Consents are not received prior to the Effective Time, the treatment of such Contracts shall, for the avoidance of doubt, also be subject to Section 2.2(c)(iii) and Section 2.3(b), to the extent applicable. In addition, the Party retaining such Asset or Liability (or relevant member of its Group) shall (or shall cause such member in its Group to) treat, insofar as reasonably possible and to the extent permitted by applicable Law, such Asset or Liability in the ordinary course of business and take such other actions as may be reasonably requested by the Party to which such Asset is to be Transferred or by the Party responsible for Assuming such Liability in order to place such Party, insofar as reasonably possible and to the extent permitted by applicable Law, in the same position as if such Asset or Liability had been Transferred or Assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset or Liability, including possession, use, risk of loss, potential for income and gain, and dominion, control and command over such Asset or Liability, are to inure from and after the Effective Time to the relevant member or members of the IP RemainCo Group or Product SpinCo Group entitled to the receipt of such Asset or required to Assume such Liability. In furtherance of the foregoing, each Party agrees (on behalf of itself and each other member of its Group) that, as of the Effective Time, subject to Section 2.2(c), each Party and/or each member of its Group shall (i) be deemed to have acquired complete and sole beneficial ownership over all of the Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have Assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to Assume pursuant to the terms of this Agreement and (ii) (A) enforce at the other Party’s (or relevant member of its Group’s) request, or allow the other Party’s Group to enforce in a commercially reasonable manner, any rights of the Party or its Group under such Assets and Liabilities against any other Persons, (B) not waive any rights related to such Assets or Liabilities to the extent related to the Business, Assets or Liabilities of the other Party’s Group (C) not terminate (or consent to be terminated by the counterparty) any Contract that constitutes such Asset except in connection with the expiration of such Contract in accordance with its terms, (D) not amend, modify or supplement any Contract that constitutes such Asset and (E) provide written notice to the other Party as soon as reasonably practicable (and in no event later than five (5) Business Days following receipt) after receipt of any formal notice of breach received from a counterparty to any Contract that constitutes such Asset; provided, that the costs and expenses incurred by the responding Party or its Group in respect of any request by the other Party in respect of such Assets or Liabilities shall be borne solely by the requesting Party or its Group plus ten per cent (10%).

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(b) If and when the Consents and/or conditions, the absence or non-satisfaction of which caused the deferral of Transfer of any Asset or deferral of the Assumption of any Liability pursuant to Section 2.5(a), are obtained or satisfied, the Transfer, assignment, Assumption or novation of the applicable Asset or Liability shall be effected without further consideration in accordance with and subject to the terms of this Agreement (including Sections 2.2 and 2.5) and/or the applicable Ancillary Agreement, and shall, to the extent possible without the imposition of any undue cost on either Party, be deemed to have become effective as of the Effective Time.

(c) The Party (or relevant member of its Group) retaining any Asset or Liability due to the deferral of the Transfer of such Asset or the deferral of the Assumption of such Liability pursuant to Section 2.5(a) or otherwise shall (i) not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the Party (or relevant member of its Group) entitled to such Asset or the Person intended to be subject to such Liability, other than reasonable attorneys’ fees and recording or similar or other incidental fees, all of which shall be promptly reimbursed by the Party (or relevant member of its Group) entitled to such Asset or the Person intended to be subject to such Liability and (ii) be indemnified for all Indemnifiable Losses or other Liabilities arising out of any actions (or omissions to act) of such retaining Party taken at the direction of the other Party (or relevant member of its Group) in connection with and relating to such retained Asset or Liability, as the case may be. Except as otherwise expressly provided herein, none of IP RemainCo or Product SpinCo or any of their respective Affiliates shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party with respect to any Assets or Liabilities not Transferred as of the Effective Time; provided, however, that a Party to which such Asset or Liability has not been Transferred or Assumed, respectively, due to the deferral of the Transfer of such Asset or the deferral of the Assumption of such Liability may request that the Party retaining such Asset or Liability commence litigation, which request shall be considered in good faith by the Party retaining such Asset or Liability; provided, further, that a Party’s good faith determination not to commence litigation shall not in and of itself constitute a breach of this Section 2.5(c), but the foregoing shall not preclude consideration of a Party’s good faith for purposes of determining compliance with this Section 2.5(c).

(d) Notwithstanding anything else set forth in this Section 2.5 to the contrary, (A) neither IP RemainCo nor any of its Subsidiaries shall be required by this Section 2.5 to take any action that may, in the good faith judgment of IP RemainCo, (x) result in a violation of any obligation which IP RemainCo or any such Subsidiary has to any third party or (y) violate applicable Law, and (B) neither Product SpinCo nor any of its Subsidiaries shall be required by this Section 2.5 to take any action that may, in the good faith judgment of Product SpinCo, (x) result in a violation of any obligation which Product SpinCo or any such Subsidiary has to any third party or (y) violate applicable Law.

(e) The failure to obtain a Consent shall not in and of itself constitute a breach of this Agreement; provided, that the foregoing shall not preclude consideration of a Party’s efforts in pursuing such Consent for purposes of determining compliance with this Section 2.5.

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(f) To the extent permitted by applicable Law, with respect to Assets and Liabilities described in Section 2.5(a), each of IP RemainCo and Product SpinCo shall, and shall cause the members of its respective Group to, (i) treat for all Tax purposes (A) the deferred Assets as assets having been Transferred to and owned by the Person entitled to such Assets not later than the Relevant Time and (B) the deferred Liabilities as liabilities having been Assumed and owned by the Person intended to be subject to such Liabilities not later than the Relevant Time and (ii) neither report shall take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax Law or good faith resolution of a Tax Contest).

Section 2.6 Wrong Pockets; Mail & Other Communications; Payments.

(a) Subject to Section 2.5 (Transfers Not Effected On or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time) and Section 2.2(d) (Treatment of Shared Contracts), (i) if at any time within twenty-four (24) months after the Relevant Time either Party discovers that any Product Asset is held by any member of the IP RemainCo Group or any of their respective then-Affiliates, IP RemainCo shall, and shall cause the other members of the IP RemainCo Group and its and their respective then-Affiliates to, use their respective reasonable best efforts to promptly procure the transfer of the relevant Product Asset to Product SpinCo or an Affiliate of Product SpinCo designated by Product SpinCo for no additional consideration; or (ii) if at any time within twenty-four (24) months after the applicable Relevant Time, either Party discovers that any IP Asset is held by any member of the Product SpinCo Group or any of their respective then-Affiliates, Product SpinCo shall, and shall cause the other members of the Product SpinCo Group and its and their respective then-Affiliates to use their respective reasonable best efforts to promptly procure the transfer of the relevant IP Asset to IP RemainCo or an Affiliate of IP RemainCo designated by IP RemainCo for no additional consideration; provided that in the case of clause (i), neither IP RemainCo nor any of its Affiliates, in the case of clause (ii), Product SpinCo nor any of its Affiliates, shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party. If reasonably practicable and permitted under applicable Law, such Transfer may be effected by rescission of the applicable portion of a Conveyancing and Assumption Instrument as may be agreed by the relevant Parties.

(b) On and prior to the twenty-four (24) month anniversary following the applicable Relevant Time, if either Party or any member of its Group or (or any of its or their respective then-Affiliates) owns any Asset, that, although not Transferred pursuant to this Agreement, is agreed by such Party and the other applicable Party in their good faith judgment to be an Asset that more properly belongs to such other Party or a member of its Group, or is an Asset that such other Party or a member of its Group was intended to have the right to continue to use (other than (for the avoidance of doubt), as between any two Parties, or any Asset acquired from an unaffiliated third party by a Party or member of such Party’s Group following the applicable Relevant Time), then the Party or a member of its Group (or applicable then-Affiliate) owning such Asset shall, as applicable (i) Transfer any such Asset to the Party or a member of its Group identified as the appropriate transferee and following such Transfer, such Asset shall be a Product Asset, or IP Asset, as the case may be, or (ii) grant such mutually agreeable rights with respect to such Asset to permit such continued use, subject to, and consistent with this Agreement, including with respect to Assumption of associated Liabilities. If reasonably practicable and permitted under applicable law, such Transfer may be effected by rescission of the applicable portion of a Conveyancing and Assumption Instrument as may be agreed by the relevant Parties.

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(c) After the Effective Time, each Party (or any member of its Group and any of its or their respective then-Affiliates) may receive mail, packages and other communications properly belonging to the other Party (or any member of its Group). Accordingly, at all times after the Effective Time, each Party (or any member of its Group and any of its or their respective then-Affiliates) is hereby authorized to receive and, to the extent reasonably necessary to identify the proper recipient in accordance with this Section 2.6(c), open all mail, packages and other communications received by such Party (or member of its Group or its or their then-Affiliate) that belongs to such other Party (or member of such other Party’s Group), and to the extent that they do not relate to the business of the receiving Party, the receiving Party shall as promptly as reasonably practicable deliver or cause to be delivered such mail, packages or other communications (or, in case the same also relates to the business of the receiving Party or the other Party, copies thereof) to such other Party as provided for in Section 11.6; provided that, if a Party (or any member of its Group and any of its or their respective then-Affiliates) receives any claim or demand against the other Party (or any member of such other Party’s Group), or any notice or other communication regarding any Action involving the other Party (or any member of such other Party’s Group), such Party shall and shall cause the other members of its Group to, as promptly as practicable (and, in any event, use commercially reasonable efforts to do so within fifteen (15) days after receipt thereof) notify such other Party (including such other Party’s legal department) of the receipt of such claim, demand, notice or other communication, and shall promptly deliver such claim, demand, notice or other communication (or, in case the same also relates to the business of the receiving Party or the other Party, copies thereof) to such other Party provided, however, that the failure to provide such notice shall not constitute a breach of this Section 2.6(c) except to the extent that any such Party shall have been actually prejudiced as a result of such failure. The provisions of this Section 2.6(c) are not intended to, and shall not, be deemed to constitute an authorization by either Party or any other member of either Group (or any of their Affiliates from time to time) to permit the other to accept service of process on its behalf and no Party is or shall be deemed to be the agent of the other Party or any other member of any Group or any of their respective then-Affiliates for service of process purposes.

(d) After the Distribution, IP RemainCo shall, or shall cause the other members of its Group and its and any of its respective then-Affiliates to, promptly pay or deliver to Product SpinCo (or its designee) any monies or checks that have been received by IP RemainCo (or another member of its Group or its or its respective then-Affiliates) after the Distribution to the extent they are (or represent the proceeds of) a Product Asset (it being understood and agreed that any such amounts shall be paid and delivered on a monthly basis, in each case to the applicable members of the Product SpinCo Group; provided, that if the aggregate amount not yet paid or delivered exceeds $100,000 before such monthly payment and delivery, such amount shall be paid and delivered to the applicable members of the Product SpinCo Group within seven (7) days).

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(e) After the Distribution, Product SpinCo shall, or shall cause the other members of its Group and its and any of its respective then-Affiliates to, promptly pay or deliver to IP RemainCo (or its designee) any monies or checks that have been received by Product SpinCo (or another member of its Group or its or its respective then-Affiliates) after the Distribution to the extent they are (or represent the proceeds of) an IP Asset (it being understood and agreed that any such amounts shall be paid and delivered on a monthly basis, in each case to the applicable members of the IP RemainCo Group; provided, that if the aggregate amount not yet paid or delivered exceeds $100,000 before such monthly payment and delivery, such amount shall be paid and delivered to the applicable members of the IP RemainCo Group within seven (7) days).

Section 2.7 Conveyancing and Assumption Instruments. In connection with, and in furtherance of, the Transfers of Assets and the acceptance and Assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, on or prior to the Relevant Time, by the appropriate entities, the Conveyancing and Assumption Instruments necessary to evidence the valid and effective Assumption by the applicable Party of its Assumed Liabilities and the valid Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its accepted Assets, in substantially the form contemplated hereby for Transfers and Assumptions to be effected pursuant to Delaware Law or the Laws of one of the other states of the United States or, if not appropriate for a given Transfer or Assumption, and for Transfers and Assumptions to be effected pursuant to non-U.S. Laws, in such other form as the Parties shall reasonably agree; provided that Section 7.4(f) shall apply to each Transfer and Assumption contemplated by this Agreement.

Section 2.8 Further Assurances.

(a) In addition to and without limiting the actions specifically provided for elsewhere in this Agreement and subject to the limitations expressly set forth in this Agreement, including Section 2.5, each of the Parties shall, and shall cause the other members of its Group to, cooperate with each other and use commercially reasonable efforts, on and after the Effective Time, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement.

(b) Without limiting the foregoing, on and after the Effective Time, each Party shall, and shall cause the other members of its Group to, cooperate with the other Party (or the relevant member of its Group), and without any further consideration, but at the expense (unless allocated to the Group of the requested Party pursuant to the other terms of this Agreement) of the requesting Party (or the relevant member of its Group) (except as provided in Sections 2.2(d)(v) and 2.5(c)) from and after the Effective Time, to execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, all instruments, including instruments of Transfer, and to make all filings with, and to obtain all Consents, any permit, license, Contract, indenture or other instrument (including any Consents), and to take all such other actions as such Party (or the relevant member of its Group) may reasonably be requested to take by the other Party (or the relevant member of its Group) from time to time, consistent with the terms of this Agreement, in order to effectuate the provisions and purposes of this Agreement and the Transfers of the applicable Assets and the assignment and Assumption of the applicable Liabilities and the other transactions contemplated hereby. Without limiting the foregoing, each Party shall, and shall cause the other members of its Group to, at the reasonable request, cost and expense (unless allocated to the Group of the requested Party (or other member of its Group) pursuant to the other terms of this Agreement) of the other Party, take such other actions as may be reasonably necessary to vest in such other Party (or other member of its Group) such title and such rights as possessed by the transferring Party (or its Group) to the Assets allocated to such Party (or member of its Group) under this Agreement, free and clear of any Security Interest.

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Section 2.9 Disclaimer of Representations and Warranties. EACH OF IP REMAINCO (ON BEHALF OF ITSELF AND EACH MEMBER OF THE IP REMAINCO GROUP) AND PRODUCT SPINCO (ON BEHALF OF ITSELF AND EACH MEMBER OF THE PRODUCT SPINCO GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENTS OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES, INFORMATION OR LIABILITIES CONTRIBUTED, TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, AS TO NONINFRINGEMENT, VALIDITY OR ENFORCEABILITY OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF EITHER PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR THEREIN, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, WITHOUT LIABILITIES OR WARRANTIES EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST OR OTHER MATTER WHETHER OR NOT OF RECORD AND (II) ANY NECESSARY CONSENTS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

ARTICLE III

CERTAIN ACTIONS AT OR PRIOR TO THE DISTRIBUTION

Section 3.1 Certificate of Incorporation; Bylaws. At or prior to the Distribution, all necessary actions shall be taken by Product SpinCo to adopt the form of Amended and Restated Certificate of Incorporation and Bylaws filed by Product SpinCo with the Commission as exhibits to the Product Form 10.

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Section 3.2 Directors. At or prior to the Distribution, IP RemainCo shall take all necessary action to cause the Board of Directors of Product SpinCo to consist of the individuals identified in the Product SpinCo Information Statement as directors of Product SpinCo.

Section 3.3 Officers. At or prior to the Distribution, IP RemainCo shall take all necessary action to cause the individuals identified as such in the Product SpinCo Information Statement to be officers of Product SpinCo as of the Distribution Date.

Section 3.4 Resignations.

(a) Subject to Section 3.4(b), at or prior to the Distribution, (i) IP RemainCo shall cause all its employees and all employees of its respective Subsidiaries (excluding any employees of any member of the Product SpinCo Group) to resign, effective as of the Distribution, from all positions as officers or directors of any member of the Product SpinCo Group (and any other Person where such position is as a designee or representative of the Product SpinCo Group) in which they serve, and (ii) Product SpinCo shall cause all its employees and all employees of its Subsidiaries to resign, effective as of the Distribution, from all positions as officers or directors of any members of the IP RemainCo Group (and any other Person where such position is as a designee or representative of the IP RemainCo Group) in which they serve.

(b) No Person shall be required by either Party to resign from any position or office with the other Party if such Person is disclosed in the Product SpinCo Information Statement as the Person who is to hold such position or office following the applicable Distribution.

Section 3.5 Wire Transfers.

(a) On [•], 2022, IP RemainCo or Product SpinCo (as applicable), and shall cause the other members of their respective Groups to, have a Product SpinCo Employee and IP RemainCo Employee jointly issue instructions to the relevant banks to make the wire payments set forth on Schedule 3.5(a) in the applicable local currency, which, for purposes of calculating the impact of any such wire in other provisions of this Agreement, shall be converted into U.S. dollars by using the Bloomberg fixing rate at 5:00 p.m. New York City Time on [•], 2022; provided that in no event shall the amount of any such payment exceed the amount of Cash and Cash Equivalents reflected as available (which, for the avoidance of doubt, excludes cash in transit) on the bank account statement for the applicable bank account measured as of 11:59 p.m. (using the local time zone for the jurisdiction of such bank account) on [•], 2022.

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Section 3.6 Ancillary Agreements. On or prior to the Effective Time, each of IP RemainCo and Product SpinCo shall enter into, and/or (where applicable) shall cause a member or members of their respective Group to enter into, the Ancillary Agreements and any other Contracts in respect of the Distribution reasonably necessary or appropriate in connection with the transactions contemplated hereby and thereby.

ARTICLE IV

THE DISTRIBUTION

Section 4.1 Stock Dividends to IP RemainCo. In connection with the Distribution, (i) on or prior to the Distribution Date, Product SpinCo shall issue to IP RemainCo, as a stock dividend, such number of shares of Product SpinCo Common Stock (or IP RemainCo and Product SpinCo shall take or cause to be taken such other appropriate actions to ensure that IP RemainCo has the requisite number of shares of Product SpinCo Common Stock) as will be required so that the total number of shares of Product SpinCo Common Stock held by IP RemainCo immediately prior to the Distribution is equal to the total number of shares of Product SpinCo Common Stock distributable in the Distribution and (ii) on the Distribution Date, subject to the conditions and other terms set forth in this Article IV, IP RemainCo shall cause the Agent to distribute all of the then issued and outstanding shares of Product SpinCo Common Stock to holders of IP RemainCo Common Stock on the Distribution Record Date, and to credit the appropriate class and number of such shares of Product SpinCo Common Stock to book entry accounts for each such holder or designated transferee or transferees of such holder of Product SpinCo Common Stock. For stockholders of IP RemainCo who own IP RemainCo Common Stock through a broker or other nominee, their shares of Product SpinCo Common Stock will be credited to their respective accounts by such broker or nominee. Each holder of IP RemainCo Common Stock on the Distribution Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution a number of shares of Product SpinCo Common Stock (to be determined by the board of directors of IP RemainCo prior to the Distribution) for every one (1) share of IP RemainCo Common Stock held by such stockholder. No action by any such stockholder (or such stockholder’s designated transferee or transferees) shall be necessary for such stockholder (or such stockholder’s designated transferee or transferees) to receive the applicable number of shares of (and, if applicable, cash in lieu of any fractional shares) Product SpinCo Common Stock such stockholder is entitled to in the Distribution.

Section 4.2 Fractional Shares. IP RemainCo stockholders holding a number of shares of IP RemainCo Common Stock on the Distribution Record Date which would entitle such stockholders to receive less than one whole share of Product SpinCo Common Stock in the Distribution will receive cash in lieu of fractional shares. Fractional shares of Product SpinCo Common Stock will not be distributed in the Distribution nor credited to book-entry accounts. The applicable Agent shall, as soon as practicable after the Distribution Date (a) determine the number of whole shares and fractional shares of Product SpinCo Common Stock allocable to each holder of record or beneficial owner of IP RemainCo Common Stock as of close of business on the Distribution Record Date, (b) aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions, in each case, at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per share of Product SpinCo Common Stock, after making appropriate deductions for any amount required to be withheld for U.S. federal income tax purposes, for applicable transfer Taxes and for the costs and expenses of such sale and distribution, including brokers fees and commissions. None of IP RemainCo, Product SpinCo or the applicable Agent will guarantee any minimum sale price for the fractional shares of Product SpinCo Common Stock. Neither IP RemainCo nor Product SpinCo will pay any interest on the proceeds from the sale of fractional shares. The Agent acting on behalf of the applicable Party will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of IP RemainCo or Product SpinCo.

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Section 4.3 Sole Discretion of IP RemainCo. IP RemainCo shall, in its sole and absolute discretion, determine the Distribution Date and all other terms of the Distribution, including the form, structure and terms of any transactions and/or offerings to effect the Distribution and the timing of and conditions to the consummation thereof. In addition, IP RemainCo may at any time and from time to time until the completion of the Distribution decide to abandon any or all of the Distribution or modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Without limiting the foregoing and notwithstanding anything to the contrary in this Agreement, IP RemainCo shall have the right not to complete the Distribution if, at any time prior to the applicable Relevant Time, the Board shall have determined, in its sole discretion, that the Distribution is not in the best interests of IP RemainCo or its stockholders, that a sale or other alternative is in the best interests of IP RemainCo or its stockholders or that it is not advisable at that time for the Product Business to separate from IP RemainCo.

Section 4.4 Conditions to Distribution. Subject to Section 4.3, the obligation of IP RemainCo to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by IP RemainCo, in its sole and absolute discretion, of the following conditions. None of Product SpinCo or any other member of the Product SpinCo Group with respect to the Distribution or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the Board. Any determination made by IP RemainCo prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.4 shall be conclusive and binding on the Parties. The conditions are for the sole benefit of IP RemainCo and shall not give rise to or create any duty on the part of IP RemainCo or the Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions:

(a) the Commission shall have declared effective the Product Form 10, of which the Product SpinCo Information Statement forms a part, and no stop order relating to the registration statement will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the Product SpinCo Information Statement (or the Notice of Internet Availability of the Product SpinCo Information Statement) shall have been distributed to holders of IP RemainCo Common Stock;

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(b) the Product SpinCo Common Stock to be delivered in the Distribution shall have been approved for listing on NYSE, subject to official notice of distribution;

(c) IP RemainCo shall have received an opinion from Skadden, Arps, Slate, Meagher & Flom LLP, in form and substance satisfactory to IP RemainCo (in its sole discretion), substantially to the effect that, among other things, the Distribution, together with the Contribution, will qualify as a tax-free transaction under Section 355 and Section 368(a)(1)(D) of the Code;

(d) IP RemainCo shall have received an opinion from the independent appraisal firm set forth on Schedule 4.4(d) or another independent appraisal firm as determined by the Board, in form and substance satisfactory to IP RemainCo confirming that (i) following the Distribution, IP RemainCo, on the one hand, and Product SpinCo, on the other hand, will be solvent and adequately capitalized and (ii) IP RemainCo has adequate surplus under Delaware Law to declare the Distribution;

(e) no order, injunction, or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition preventing the consummation of all or any portion of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of IP RemainCo shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution;

(f) the Internal Reorganization and Business Realignment shall have been effectuated prior to the Distribution, except for such steps (if any) as IP RemainCo in its sole discretion shall have determined need not be completed or may be completed after the Effective Time;

(g) the Board shall have declared the Distribution and approved all related transactions, which approval may be given or withheld at its absolute and sole discretion (and such declaration or approval shall not have been withdrawn);

(h) IP RemainCo shall have elected the board of directors of Product SpinCo, as described in the Product Form 10, immediately prior to the Distribution;

(i) the directors of IP RemainCo set forth on Schedule 4.4(i) shall have resigned from the Board effective upon the Distribution;

(j) (x) Product SpinCo shall have, and shall have caused its applicable Subsidiaries to have, entered into all Ancillary Agreements to which it and/or such Subsidiary is contemplated to be a party and (y) IP RemainCo shall have, and shall have caused its applicable Subsidiaries to have, entered into all Ancillary Agreements to which it and/or such Subsidiary is contemplated to be a party; and

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(k) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the Board, make it inadvisable to effect the Distribution or would result in the Distribution and related transactions not being in the best interest of IP RemainCo or its stockholders.

Section 4.5 Effectiveness of Distribution. Unless otherwise determined by IP RemainCo prior to the Distribution, the Distribution shall be deemed to occur at 12:01 a.m. on the Distribution Date.

ARTICLE V

CERTAIN COVENANTS

Section 5.1 Covenants. From the Relevant Time until October 1, 2027, and subject to the terms and limitations contained in this Agreement and the Ancillary Agreements, each Party shall, and shall cause the other members of its Group, their respective then-Affiliates, each of its and their respective Affiliates and its and their employees to (a) provide reasonable cooperation and assistance to the other Party (and any member of such Party’s Group) in connection with the completion of the Internal Reorganization, the Business Realignment and the transactions contemplated herein and in each Ancillary Agreement (including assisting in the preparation of the Distribution), (b) provide knowledge transfer in reasonable detail at the request of the other Party regarding the Business, Assets or Liabilities of such other Party (for the avoidance of doubt, knowledge transfer is not required pursuant to this Section 5.1 with respect to Intellectual Property or Information constituting an Asset of the requested Party’s Group (unless a license or access thereto has been granted to a member of the requesting Party’s Group pursuant to an Ancillary Agreement (but in such case, Information shall be delivered only to the extent of such license (or to the extent reasonably necessary to exercise such license) or access and otherwise subject to the terms of the applicable Ancillary Agreement))), (c) reasonably assist each Party (or member of its respective Group) in the orderly and efficient transition in becoming an independent company, (d) reasonably assist the other Party (or member of its respective Group) to the extent such Party (or member of such Party’s Group) is providing or has provided services, as applicable, pursuant to the Transition Services Agreement, in connection with requests for Information from, audits or other examinations of, such other Party (or member of such Party’s Group) by a Governmental Entity and (e) provide reasonable cooperation and assistance to the other Party (and any member of its respective Group) in (x) seeking and obtaining all Consents of Governmental Entities under applicable Law with respect to the transactions contemplated by this Agreement, and (y) gathering, preparing and submitting any information or documentary material that may be requested by any Governmental Entity in connection with obtaining such Consents, in each case (clauses (a)-(e)), at no additional cost to the Party (or member of such Party’s Group) requesting such assistance other than for the actual out-of-pocket costs (which shall not include the costs of salaries and benefits of employees of such Party (or its Group) or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing) incurred by any such Party (or its Group), if applicable. The cooperation and assistance provided for in this Section 5.1 shall not be required to the extent such cooperation and assistance would result in an undue burden on either Party (or any member of its Group) or would unreasonably interfere with any of its employees’ normal functions and duties. In furtherance of, and without limiting, the foregoing, each Party shall, and shall cause the other members of its Group (or their then-current Affiliates) to, make reasonably available those employees with particular knowledge of any function or service of which the other Party was not allocated the employees involved in such function or service in connection with the Internal Reorganization and/or the Business Realignment (including employee benefits functions, risk management, etc.).

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Section 5.2 Financial Statements.

(a) Reasonable Assistance. Each Party agrees (on behalf of itself and each other member of its Group) that, following the Relevant Time until the completion of each Party’s audit for the fiscal year ending December 31, [2022] and in any event solely with respect to any audit with respect to any fiscal year ending prior to the Relevant Time or for any portion of a fiscal year prior to the Relevant Time, in each case, in respect of which the Party requesting such reasonable assistance was an Affiliate (or relevant member of its Group) of the other Party’s Group, such Party will provide, and will instruct its Affiliates and advisors and representatives to provide, reasonable assistance for purposes of the preparation and audit of each of the Party’s financial statements for the year ended December 31, [2022] or amendments thereto (or the printing, filing and public dissemination thereof) and (z) the audit of each Party’s internal control over financial reporting and management’s assessment thereof and management’s assessment of each Party’s disclosure controls and procedures in respect of the year ended December 31, [2022]; provided, that in the event that either Party changes its auditors within one (1) year of the completion of each Party’s audit for the fiscal year ending December 31, [2022], then such Party may request reasonable access on the terms set forth in this Section 5.1 for a period of up to one hundred and eighty (180) days from such change; provided, further, that, notwithstanding the foregoing, access of the type described in this Section 5.1 shall be afforded by and to each of the Parties (from time to time following the applicable Relevant Time), as applicable, to the extent reasonably necessary to respond (and for the limited purpose of responding) to any written request or official comment from a Governmental Entity, such as in connection with responding to a comment letter from the Commission, or as reasonably necessary to meet a filing, reporting or similar obligation required under applicable Law (including under Public Reports):

(i) Annual Financial Statements. (i) each Party shall provide or provide access to each other Party on a timely basis all Information reasonably required to meet such other Party’s schedule for the preparation, printing, filing, and public dissemination of such other Party’s annual financial statements for the fiscal year ending December 31, [2022] and for management’s assessment of the effectiveness of such Party’s disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K and, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and the Commission’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder, if required (such assessments and audit being referred to as the “[[2020/2021] / [2021/2022]] Internal Control Audit and Management Assessments”) for the fiscal year ending December 31, [2022] and (ii) without limiting the generality of the foregoing clause (i), each Party shall provide all required financial and other Information with respect to itself and its Subsidiaries to its auditors in a sufficient and reasonable time and in sufficient detail to permit its auditors to take all steps and perform all reviews necessary to provide sufficient assistance to each other Party’s auditors (each such other Party’s auditors, collectively, the “Other Party’s Auditor”) with respect to Information to be included or contained in such other Party’s annual financial statements for the fiscal year ending December 31, [2022] and to permit the Other Party’s Auditor and management to complete the [[2021/2022] / [2022/2023]] Internal Control Audit and Management Assessments, if required; and

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(ii) Date of Auditors’ Opinion. (i) Product SpinCo shall use commercially reasonable efforts to enable its auditor to complete its audit for the fiscal year ending December 31, [2022] such that it shall date its opinion on the audited annual financial statements on the same date that IP RemainCo’s auditor dates its opinion on IP RemainCo’s audited annual financial statements, and to enable IP RemainCo to meet its timetable for the printing, filing and public dissemination of IP RemainCo’s annual financial statements for the fiscal year ending December 31, [2022] and (ii) IP RemainCo shall use commercially reasonable efforts to enable its auditor to complete its audit for the fiscal year ending December 31, [2022] such that it shall date its opinion on the audited annual financial statements on the same date that Product SpinCo’s auditors date its opinion on Product SpinCo’s audited annual financial statements, and to enable Product SpinCo to meet its timetable for the printing, filing and public dissemination of Product SpinCo’s annual financial statements for the fiscal year ending December 31, [2022]; and

(b) Access to Personnel and Records. Subject to the confidentiality provisions of this Agreement, (i) each Party shall authorize and request its auditor to make reasonably available to the Other Party’s Auditor both the personnel who performed or are performing the annual audits of such audited Party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s auditors’ opinion date, so that the Other Party’s Auditor is able to perform the procedures it reasonably considers necessary to take responsibility for the work of the Audited Party’s auditor as it relates to its auditors’ opinion on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements with the Commission for the fiscal year ending December 31, 2021, and (ii) each Party shall use commercially reasonable efforts to make reasonably available to the Other Party’s Auditor and management its personnel and Records in a reasonable time prior to the Other Party’s Auditor’s opinion date and other Party’s management’s assessment date so that the Other Party’s Auditor and other Party’s management are able to perform the procedures they reasonably consider necessary to conduct the [[2021/2022] / [2022/2023]] Internal Control Audit and Management Assessments; and

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(c) Current, Quarterly and Annual Reports. (i) at least three (3) Business Days prior to the earlier of public dissemination or filing with the Commission, each Party shall deliver to the other Party a reasonably complete draft of any earnings news release or any filing with the Commission containing financial statements for the years 2020 and 2021, including current reports on Form 8-K, quarterly reports on 10-Q and annual reports on Form 10-K or any other annual report purporting to fulfill the requirements of 17 CFR 240-14c-3 (such reports, collectively, the “Public Reports”); provided, however, that each of IP RemainCo and Product SpinCo may continue to revise its respective Public Report prior to the filing thereof, which changes will be delivered to the other Party as soon as reasonably practicable; provided, further, that each Party’s personnel will actively consult with the other Party’s personnel regarding any changes which it may consider making to its Public Reports and related disclosures prior to the anticipated filing with the Commission, with particular focus on any changes which would reasonably be expected to have an effect upon the other Party’s financial statements or related disclosures, (ii) each Party shall notify the other Party, as soon as reasonably practicable after becoming aware thereof, of any material accounting differences between the financial statements to be included in such Party’s annual report on Form 10-K and the pro forma financial statements included, as applicable, in the Product Form 10 or the Form 8-K to be filed by IP RemainCo with the Commission on or about the time of each Distribution and (iii) if any such differences are identified, the Parties shall confer and/or meet as soon as reasonably practicable thereafter, and in any event prior to the filing of any Public Report, to consult with each other in respect of such differences and the effects thereof on the Parties’ applicable Public Reports.

Section 5.3 Separation of Information.

(a) Except as set forth on Schedule 5.3(a), Product SpinCo shall, and shall cause the other members of the Product SpinCo Group to, use commercially reasonable efforts to deliver to IP RemainCo (or its designee) by [•], 2022 all Information that constitutes an IP Asset but is commingled in any member of the Product SpinCo Group’s current records or archives (whether stored with a third party or directly by any member of the Product SpinCo Group) (for the avoidance of doubt, Product SpinCo may redact Information that is a Product Asset to which a member of the IP RemainCo Group does not have a license pursuant to an Ancillary Agreement (to the extent such Information is not reasonably necessary to exercise a license pursuant to any Ancillary Agreement)); provided, that with respect to any Information to which a member of the IP RemainCo Group has a license pursuant to any Ancillary Agreement (or such Information is reasonably necessary to exercise such license), such Information shall be delivered only to the extent of such license (or such reasonable need for related Information) or access and otherwise subject to the terms of the applicable Ancillary Agreement.

(b) If IP RemainCo identifies in writing particular Information (whether in written, electronic documentary or other archival documentary form) that IP RemainCo reasonably believes constitutes an IP Asset (or to which a member of its Group has a license pursuant to an Ancillary Agreement (or such Information is reasonably necessary to exercise such license)), but is held by or on behalf of any member of the Product SpinCo Group (or any transferee thereof), Product SpinCo shall, and shall cause any other applicable member of the Product SpinCo Group to, request that the archive holder deliver such item to Product SpinCo for review as soon as reasonably practicable, and Product SpinCo shall review such request and deliver the requested material to IP RemainCo, as promptly as reasonably practicable; provided, that with respect to any Information to which a member of the IP RemainCo Group has a license pursuant to any Ancillary Agreement (or such Information is reasonably necessary to exercise such license), such Information shall be delivered only to the extent of such license (or such reasonable need for related Information) or access and otherwise subject to the terms of the applicable Ancillary Agreement.

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(c) Except as set forth on Schedule 5.3(c), IP RemainCo shall, and shall cause the other members of the IP RemainCo Group to, use commercially reasonable efforts to deliver to Product SpinCo (or its designee) by [•], 2022 all Information that constitutes a Product Asset but is commingled in any member of the IP RemainCo Group’s current records or archives (whether stored with a third party or directly by any member of the IP RemainCo Group) (for the avoidance of doubt, IP RemainCo may redact Information that is an IP Asset to which a member of the Product SpinCo Group does not have a license pursuant to an Ancillary Agreement (to the extent such Information is not reasonably necessary to exercise a license pursuant to any Ancillary Agreement)); provided, that with respect to any Information to which a member of the Product SpinCo Group has a license pursuant to any Ancillary Agreement (or such Information is reasonably necessary to exercise such license), such Information shall be delivered only to the extent of such license (or such reasonable need for related Information) or access and otherwise subject to the terms of the applicable Ancillary Agreement.

(d) If Product SpinCo identifies in writing particular Information (whether in written, electronic documentary or other archival documentary form) that Product SpinCo reasonably believes constitutes a Product Asset (or to which a member of its Group has a license pursuant to an Ancillary Agreement (or such Information is reasonably necessary to exercise such license)), but is held by or on behalf of any member of the IP RemainCo Group (or any transferee thereof), IP RemainCo shall, and shall cause any other applicable member of the IP RemainCo Group to, request that the archive holder deliver such item to IP RemainCo for review as soon as reasonably practicable, and IP RemainCo shall review such request and deliver the requested material to Product SpinCo as promptly as reasonably practicable; provided, that with respect to any Information to which a member of the Product SpinCo Group has a license pursuant to any Ancillary Agreement (or such Information is reasonably necessary to exercise such license), such Information shall be delivered only to the extent of such license (or such reasonable need for related Information) or access and otherwise subject to the terms of the applicable Ancillary Agreement.

Section 5.4 Nonpublic Information. Each Party acknowledges on behalf of itself and the other members of its Group that Information provided under Section 5.1 may constitute material, nonpublic information, and trading in the securities of a member of any Group (or the securities of such Person’s Affiliates, or partners) while in possession of such material, nonpublic information may constitute a violation of the U.S. federal securities Laws.

Section 5.5 Inventor Remuneration. Each Party shall, and shall cause the members of its respective Group to, reasonably cooperate with each other and shall use commercially reasonable efforts, on and after the Effective Time, to take, or cause to be taken, and without any further consideration, from and after the Effective Time to provide assistance and deliver, and cause to be delivered, all information, Contracts, reports, records and other materials reasonably necessary to determine and pay Inventor Remuneration, including (i) the Inventor Remuneration due to each such inventor, (ii) the calculations of such Inventor Remuneration, (iii) the last available contact information of each such inventor, (iv) when such Inventor Remuneration is or was due to be paid, (v) the milestones at which each such inventor was or is owed such Inventor Remuneration and the payments due at such milestones, and (vi) any pending or threatened Action arising out of such Inventor Remuneration. At the request of a Party, the other Party shall, and shall cause the other members of their respective Groups to, reasonably cooperate to maintain such information as confidential, including by permitting such information to be provided directly to the inventor and permitting a Party or a member of its Group to directly compensate such inventor, and permitting such inventor to be subject to reasonable confidentiality arrangements.

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Section 5.6 License to Use Certain Trademark Names.

(a) Effective as of the Distribution Date, Product SpinCo hereby grants to IP RemainCo and its Affiliates a perpetual, worldwide, non-exclusive, non-transferable, non-sublicensable, fully paid-up, royalty-free license to use the Product SpinCo Licensed Trademarks solely for the purpose of referring to IP RemainCo’s owned Patents (or Patent portfolio) in existence on the Effective Date.

(b) Effective as of the Distribution Date, Product SpinCo hereby grants to IP RemainCo and its Affiliates a worldwide, non-exclusive, non-transferable, non-sublicensable, fully paid-up, royalty-free license to use the Product SpinCo Licensed Trademarks for a period of two (2) years solely in connection with the IP Business in the manner in which it has been conducted during the twelve (12)-month period prior to the Effective Time; provided that, except as expressly permitted pursuant to Section 5.7, IP RemainCo and its Affiliates shall not use any Product SpinCo Licensed Trademarks on any publicly facing branding, press materials, marketing collateral or the like.

(c) As between the Parties, subject to the limited licenses granted in Section 5.6(a) and Section 5.6(b), IP RemainCo acknowledges the sole ownership by Product SpinCo of all right, title and interest in and to the Product SpinCo Licensed Trademarks and all related goodwill and that all goodwill accruing from IP RemainCo’s and its Affiliates’ use of the Product SpinCo Licensed Trademarks will inure solely to the benefit of Product SpinCo. IP RemainCo covenants that it will not do or cause to be done any act to impair the Product SpinCo Licensed Trademarks or the right, title or interest of Product SpinCo in the Product SpinCo Licensed Trademarks. In connection with the use of the Product SpinCo Licensed Trademarks, IP RemainCo shall not in any manner represent that it has any ownership interest in the Product SpinCo Licensed Trademarks.

(d) IP RemainCo shall, in its use of the Product SpinCo Licensed Trademarks, adhere to a general level of quality that is consistent with or better than that used with respect to the Product SpinCo Licensed Trademarks in the twelve (12) months prior to the Effective Time.

(e) IP RemainCo shall comply with all applicable Laws in connection with use of the Product SpinCo Licensed Trademarks, including using all Product SpinCo Licensed Trademark legends, notices, and markings as required by applicable Law.

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Section 5.7 Publicity. Subject to Section 5.6, members of the IP RemainCo Group may at any time list members of the Product SpinCo Group (and their respective logos) as authorized licensees or reference members of the Product SpinCo Group (and their respective logos) as customers in websites, earnings releases and other investor communications, marketing materials, presentations or customer lists, which may be shared with third parties. Members of the Product SpinCo Group may at any time list members of the IP RemainCo Group (and their respective logos) as authorized licensors of members of the Product SpinCo Group in websites, earnings releases and other investor communications, marketing materials, presentations or licensor lists, which may be shared with third parties.

ARTICLE VI

SPECIFIED SHARED ASSETS AND SPECIFIED SHARED LIABILITIES

Section 6.1 Specified Shared Assets and Specified Shared Liabilities.

(a) Specified Shared Assets. To the extent that a Party or any member of its Group (or any of its or their respective then-Affiliates) receives from a third party any proceeds of any kind arising out of a Specified Shared Asset, to the extent necessary, such Party shall, or shall cause the applicable member of its Group (or any of its or their respective then-Affiliates) to, promptly (but in no event later than thirty (30) days following receipt thereof), unless there is a good faith open question as to whether such proceeds are in fact Specified Shared Assets and the matter has been submitted for resolution pursuant to the terms of this Agreement, in which case, promptly following the final determination thereof, transfer such amounts to the applicable Party or Parties, pursuant to and in accordance with their respective Applicable Percentage; provided, further, that so long as Product SpinCo is still an Affiliate of IP RemainCo, Product SpinCo shall be entitled to all of IP RemainCo’s Applicable Percentage of the proceeds realized from a Specified Shared Asset. In furtherance of the foregoing, the applicable Managing Party (and the Party or Parties providing assistance to the applicable Managing Party shall be entitled to such reimbursement of any out-of-pocket costs and expenses (which shall not include the costs of salaries and benefits of employees who are managing such Specified Shared Asset or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service as managing the Specified Shared Asset) related to or arising out of prosecuting or managing any such Specified Shared Asset from the other Party from time to time when invoiced, in advance of a final determination or resolution with respect to such Specified Shared Asset (and each such Party shall be liable for its Applicable Percentage of such costs and expenses). Without limiting any other provision of this Agreement, the Parties shall, and shall cause each other member of its Group to, use commercially reasonable efforts to cause any Specified Shared Asset to be assigned to each Party in accordance with such Parties’ Applicable Percentage. In the event that any Specified Shared Asset is not assignable in accordance with its terms and cannot otherwise be assigned to the Groups to whom ownership of such assets has otherwise been conveyed pursuant to this Agreement, then the Party (or member of its Group) who owns such Specified Shared Asset shall cause such Specified Shared Assets to be held in trust on behalf of the applicable Parties. To the extent that any such Specified Shared Assets are held in trust by the applicable Party or any other member of its Group (or any of its or their respective then-Affiliates) (as described in the foregoing sentences), then to the extent that any cash proceeds are actually received in connection with such Specified Shared Assets, such Party shall, or shall cause the applicable member of its Group (or its or their respective then-Affiliates) to, transfer or contribute such proceeds to the other applicable Parties in accordance with such Parties’ Applicable Percentage.

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(b) Specified Shared Liabilities. Except as otherwise expressly set forth in this Article VI and without limiting the indemnification provisions of Article VII, each of the Parties shall be responsible for its respective Applicable Percentage of any costs and expenses (in addition to, without duplication, each such Party’s share of any Indemnifiable Losses in respect of any such Specified Shared Liabilities pursuant to and in accordance with the relevant provisions of Article VII) related to or arising out of any Specified Shared Liability; provided, that so long as Product SpinCo is still an Affiliate of IP RemainCo, IP RemainCo shall be responsible for Product SpinCo’s Applicable Percentage of any such Specified Shared Liability. Any amounts owed in respect of any Specified Shared Liabilities (including reimbursement for the out-of-pocket costs and expenses of defending, managing or providing assistance to the Managing Party with respect to any Third Party Claim that is a Specified Shared Liability, which shall include any amounts with respect to a bond, prepayment or similar security or obligation required (or determined to be advisable by the Managing Party) to be posted by the Managing Party in respect of any claim) shall be remitted promptly after the Party entitled to such amount provides an invoice (including reasonable supporting information with respect thereto) to the Party or Parties owing such amount and such costs and expenses shall be included in the calculation of the amount of the applicable Specified Shared Liability in determining the reimbursement obligations of the other Party with respect thereto. In furtherance of the foregoing, the Managing Party (and the Party providing assistance to the Managing Party) shall be entitled to reimbursement by the other Party (in an amount equal to its Applicable Percentage) of any out-of-pocket costs and expenses (which shall not include the costs of salaries and benefits of employees who are managing such Specified Shared Liability or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service as managing the Specified Shared Liability) related to or arising out of defending or managing any such Specified Shared Liability from the applicable Parties, from time to time when invoiced, in advance of a final determination or resolution of any Action related to a Specified Shared Liability. It shall not be a defense to any obligation by either Party to pay any amounts, whether pursuant to this Article VI or in respect of Indemnifiable Losses pursuant to Article VII, in respect of any Specified Shared Liability that (i) such Party was not consulted in the defense or management thereof, (ii) that such Party’s views or opinions as to the conduct of such defense were not accepted or adopted, (iii) that such Party does not approve of the quality or manner of the defense thereof or (iv) that such Specified Shared Liability was incurred by reason of a settlement rather than by a judgment or other determination of Liability (even if, subject in each case to Section 7.4(e), such settlement was effected without the consent or over the objection of such Party); it being understood that if such obligations arose in connection with any settlement of a Specified Shared Liability, and such settlement is of a type that required requisite approval of the Contingent Claim Committee and such requisite approval has not been obtained, then (to the extent such right exists) a Party may assert as a defense that the provisions of this Article VI have not been complied with.

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Section 6.2 Management of Specified Shared Assets and Specified Shared Liabilities.

(a) For purposes of this Article VI, “Managing Party” shall mean with respect to the Specified Shared Assets and Specified Shared Liabilities known by the Parties as of the date hereof, (i) IP RemainCo with respect to the matters designated as such on Schedule 6.2(a)(i), and (ii) Product SpinCo with respect to the matters designated as such on Schedule 6.2(a)(ii); provided, however, that the Managing Party with respect to any particular Specified Shared Asset and/or Specified Shared Liability not set forth in any of Schedules 6.2(a)(i), 6.2(a)(ii) or 6.2(a)(iii) shall be Product SpinCo (unless otherwise agreed by the Parties).

Section 6.3 Cooperation with Governmental Entity. If, in connection with any Specified Shared Asset or Specified Shared Liability, a Party (or any member of its Group or its or their respective then-Affiliates) is required by Law to respond to and/or cooperate with a Governmental Entity, such Party (and/or any applicable member of its Group and any of its or their respective and applicable then-Affiliates) shall be entitled to cooperate and respond to such Governmental Entity after, to the extent practicable under the specific circumstances, consultation with the other Party.

ARTICLE VII

INDEMNIFICATION

Section 7.1 Release of Pre-Distribution Claims.

(a) Except (i) as provided in Section 7.1(b), (ii) as may be otherwise expressly provided in this Agreement and (iii) for any matter for which any Indemnitee is entitled to indemnification pursuant to this Article VII, each Party, on behalf of itself and each member of its Group, and, to the extent permitted by Law, all Persons who at any time prior to the Relevant Time were directors, officers, agents or employees of any member of its respective Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, do hereby remise, release and forever discharge the other Party and the other members of such other Party’s Group and their respective successors and all Persons who at any time prior to the Relevant Time were shareholders, directors, officers or employees of any member of such other Party’s Group (in their capacity as such), in each case, together with their respective heirs, executors, administrators, successors and assigns from any and all Liabilities whatsoever, whether at Law or in equity, whether arising under any Contract, by operation of Law or otherwise, in each case, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Relevant Time, including in connection with the Internal Reorganization, Business Realignment and Distribution and any of the other transactions contemplated hereunder and under the Ancillary Agreements; provided, however, that no employee shall be remised, released and discharged to the extent that such Liability relates to, arises out of or results from intentional misconduct by such employee.

(b) Nothing contained in this Agreement, including Section 7.1(a), shall impair or otherwise affect any right of either Party, any member of either Group, or either Party’s or any member of a Group’s respective heirs, executors, administrators, successors and assigns to enforce this Agreement, any Ancillary Agreement, any Continuing Arrangements or any agreements, arrangements, commitments or understandings that continue in effect after the Relevant Time pursuant to the terms of this Agreement or any Ancillary Agreement. In addition, nothing contained in Section 7.1(a) shall release any Person from:

(i) any Liability Assumed, Transferred or allocated to a Party or a member of such Party’s Group pursuant to or as contemplated by, or any other Liability of any member of such Group under, this Agreement or any Ancillary Agreement including (A) with respect to Product SpinCo, any Product Liability and (B) with respect to IP RemainCo, any IP Liability;

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(ii) any Specified Shared Liability;

(iii) any Liability under any Continuing Arrangements, any Other Surviving Intergroup Account, and Other Surviving Selected Intercompany Accounts;

(iv) any Liability that the Parties may have with respect to indemnification pursuant to this Agreement or any Ancillary Agreement or otherwise for claims or Actions brought against any Indemnitee by third Persons, which Liability shall be governed by the provisions of this Agreement and, in particular, this Article VII or, in the case of any Liability arising out of an Ancillary Agreement, the applicable provisions of the Ancillary Agreement; or

(v) any Liability the release of which would result in a release of any Person other than the Persons released in Section 7.1(a); provided that the Parties agree not to bring any Action or permit any other member of their respective Group to bring any Action against a Person released in Section 7.1(a) with respect to such Liability.

In addition, nothing contained in Section 7.1(a) shall release (x) IP RemainCo from indemnifying any director, officer or employee of Product SpinCo who was a director, officer or employee of IP RemainCo or any of its Subsidiaries on or prior to the Distribution to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to then-existing obligations; it being understood that if the underlying obligation giving rise to such Action is a Product Liability, Product SpinCo shall indemnify IP RemainCo for such Liability (including IP RemainCo’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article VII, and (y) Product SpinCo from indemnifying any director, officer or employee of IP RemainCo who was a director, officer or employee of Product SpinCo or any of its Subsidiaries on or prior to the Distribution to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to then-existing obligations; it being understood that if the underlying obligation giving rise to such Action is an IP Liability, IP RemainCo shall indemnify Product SpinCo for such Liability (including Product SpinCo’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article VII.

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(c) Each Party shall not make, and shall not permit any member of its Group to make, any claim, demand or offset, or commence any Action asserting any claim, demand or offset, including any claim for indemnification, against the other Party or such member of the other Party’s Group, or any other Person released pursuant to Section 7.1(a) or their respective successors with respect to any Liabilities released pursuant to Section 7.1(a).

(d) It is the intent of each Party, by virtue of the provisions of this Section 7.1, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Relevant Time, whether known or unknown, between or among a Party (and/or a member of such Party’s Group), on the one hand, and the other Party (and/or a member of such Party’s Group), on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Relevant Time), except as specifically set forth in Sections 7.1(a) and 7.1(b). At any time, at the reasonable request of the other Party, each Party shall cause each member of its respective Group and, to the extent practicable, each other Person on whose behalf it released Liabilities pursuant to this Section 7.1 to execute and deliver releases reflecting the provisions hereof.

(e) Each of Product SpinCo and IP RemainCo hereby waives any claims, rights of termination and any other rights under any Continuing Arrangement related to or arising out of the Internal Reorganization, the Business Realignment and the Distribution (including with respect to any “change of control” or similar provision) and agrees that any change in rights or obligations that would automatically be effective as a result thereof be deemed amended to no longer apply (and that Section 2.8 shall apply in respect of such amendments).

Section 7.2 Indemnification by IP RemainCo. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of this Agreement, following the Distribution Date (with respect to the Product SpinCo Indemnitees), IP RemainCo shall and shall cause the other members of the IP RemainCo Group to indemnify, defend and hold harmless the Product SpinCo Indemnitees from and against any and all Indemnifiable Losses of the Product SpinCo Indemnitees to the extent relating to, arising out of or resulting from (i) the IP Liabilities or any Third Party Claim that would, if resolved in favor of the claimant, constitute an IP Liability or (ii) any breach by IP RemainCo of any provision of this Agreement.

Section 7.3 Indemnification by Product SpinCo. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of this Agreement, Product SpinCo shall and shall cause the other members of the Product SpinCo Group to indemnify, defend and hold harmless the IP RemainCo Indemnitees from and against any and all Indemnifiable Losses of the IP RemainCo Indemnitees to the extent relating to, arising out of or resulting from (i) the Product Liabilities or any Third Party Claim that would, if resolved in favor of the claimant, constitute a Product Liability or (ii) any breach by Product SpinCo of any provision of this Agreement.

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Section 7.4 Procedures for Third Party Claims.

(a) If a claim or demand is made against an IP RemainCo Indemnitee or a Product SpinCo Indemnitee (each, an “Indemnitee”) by any Person who is not a member of the Product SpinCo Group or IP RemainCo Group (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party (and, if applicable, the Contingent Claim Committee) which is or may be required pursuant to this Article VII to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim as promptly as practicable (and in any event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If either Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Specified Shared Liability, such Party, as appropriate, shall give the Contingent Claim Committee (as determined pursuant to Article VI) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations under this Article VII except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party (and, as applicable, to the Managing Party and the Contingent Claim Committee), as promptly as practicable (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

(b) Other than in the case of (i) Taxes addressed in the Tax Matters Agreement, which shall be addressed as set forth therein, (ii) indemnification by a beneficiary Party of a guarantor Party pursuant to Section 2.3(b)(iii) (the defense of which shall be controlled by the beneficiary Party), or (iii) a Specified Shared Liability (the defense of which shall be controlled by the Managing Party as provided for in Article VI), an Indemnifying Party shall be entitled (but shall not be required) (A) to assume and control the defense of any Third Party Claim, and (B) if it does not assume the defense of such Third Party Claim, to participate in the defense of such Third Party Claim, in each case, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel that is reasonably acceptable to the applicable Indemnitees (after consultation in good faith with the applicable Indemnitees), if it gives notice of its intention to do so to the applicable Indemnitees within thirty (30) days of the receipt of such notice from such Indemnitees; provided, however, that the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim to the extent such Third Party Claim (x) is an allegation of a criminal violation, (y) seeks injunctive, equitable or other relief other than monetary damages against the Indemnitee (provided that such Indemnitee shall reasonably cooperate with the Indemnifying Party, at the request of the Indemnifying Party, in seeking to separate any such claims from any related claim for monetary damages if this clause (y) is the sole reason that such Third Party Claim is a Non-Assumable Third Party Claim) or (z) is made by a Governmental Entity (clauses (x), (y) and (z), the “Non-Assumable Third Party Claims”). After notice from an Indemnifying Party to an Indemnitee of the Indemnifying Party’s election to assume the defense of a Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and, in any event, shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent Information, materials and other information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party; provided, however, that in the event a conflict of interest exists, or is reasonably likely to exist, that would make it inappropriate in the reasonable judgment of the applicable Indemnitee(s) for the same counsel to represent both the Indemnifying Party and the applicable Indemnitee(s), such Indemnitee(s) shall be entitled to retain, at the Indemnifying Party’s expense, separate counsel as required by the applicable rules of professional conduct with respect to such matter. In the event that the Indemnifying Party exercises the right to assume and control the defense of a Third Party Claim as provided above, (1) the Indemnifying Party shall keep the Indemnitee(s) apprised of all material developments in such defense, (2) the Indemnifying Party shall not withdraw from the defense of such Third Party Claim without providing advance notice to the Indemnitee(s) reasonably sufficient to allow the Indemnitee(s) to prepare to assume the defense of such Third Party Claim, and (3) the Indemnifying Party shall conduct the defense of the Third Party Claim actively and diligently, including the posting of bonds or other security required in connection with the defense of such Third Party Claim.

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(c) Other than in the case of a Specified Shared Liability or a Non-Assumable Third Party Claim, if an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim or fails to notify an Indemnitee of its election as provided in Section 7.4(b), or if the Indemnifying Party fails to actively and diligently defend the Third Party Claim (including by withdrawing or threatening to withdraw from the defense thereof), the applicable Indemnitee(s) may defend such Third Party Claim at the cost and expense of the Indemnifying Party. If the Indemnitee is conducting the defense of any Third Party Claim, the Indemnifying Party shall cooperate with the Indemnitee in such defense and make available to the Indemnitee, at the Indemnifying Party’s expense, all witnesses, pertinent Information, material and other information in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnitee.

(d) Other than any Third Party Claim that is in respect of a Specified Shared Liability, which shall be governed by Article VI, no Indemnitee may admit any liability with respect to, consent to entry of any judgment of, or settle, compromise or discharge any Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

(e) In the case of a Third Party Claim (except for any Third Party Claim that is in respect of a Specified Shared Liability which, with respect to the subject matter of this Section 7.4(e), shall be governed by Article VI), the Indemnifying Party shall not admit any liability with respect to, consent to entry of any judgment of, or settle, compromise or discharge the Third Party Claim without the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or judgment (A) completely and unconditionally releases the Indemnitee in connection with such matter, (B) provides relief consisting solely of money damages borne by the Indemnifying Party and (C) does not involve any admission by the Indemnitee of any wrongdoing or violation of Law.

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(f) Notwithstanding anything herein or in any Ancillary Agreement or any Conveyancing and Assumption Instrument to the contrary, other than as provided in Section 11.18 with respect to this Agreement, (i) the indemnification provisions of this Article VII shall be the sole and exclusive remedy of the Parties, the parties to the Conveyancing and Assumption Instruments and any Indemnitee for any breach of this Agreement or any Conveyancing and Assumption Instrument and for any failure to perform and comply with any covenant or agreement in this Agreement or in any Conveyancing and Assumption Instrument; (ii) each party hereto and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies it may have with respect to the foregoing other than under this Article VII against any Indemnifying Party; (iii) neither Party, the members of their respective Groups or any other Person may bring a claim under any Conveyancing and Assumption Instrument; (iv) any and all claims arising out of, resulting from, or in connection with the Internal Reorganization, the Business Realignment or the other transactions contemplated in this Agreement must be brought under and in accordance with the terms of this Agreement; and (v) no breach of this Agreement or any Conveyancing and Assumption Instrument shall give rise to any right on the part of either party hereto or thereto, after the consummation of the Distribution, to rescind this Agreement, any Conveyancing and Assumption Instrument or any of the transactions contemplated hereby or thereby, except as expressly provided in Section 2.6(a) and Section 2.6(b); provided, however, that with respect to the transactions contemplated by this Agreement (including the Internal Reorganization, the Business Realignment and the Distribution), the Parties may also bring claims arising under the Tax Matters Agreement under and in accordance with the Tax Matters Agreement and claims arising under the Employee Matters Agreement under and in accordance with the Employee Matters Agreement. Each Party shall cause the members of its Group to comply with this Section 7.4(f).

(g) The provisions of this Article VII shall apply to Third Party Claims that are already pending or asserted as well as Third Party Claims brought or asserted after the date of this Agreement. There shall be no requirement under this Section 7.4 to give a notice with respect to any Third Party Claim that exists as of the Effective Time. Each Party on behalf of itself and each other member of its Group acknowledges that Liabilities for Actions (regardless of the parties to the Actions) may be partly IP Liabilities and partly Product Liabilities. If the Parties cannot agree on the allocation of any such Liabilities for Actions, they shall resolve the matter pursuant to the procedures set forth in Article IX. Neither Party shall, nor shall either Party permit the other members of its Group (or their respective then-Affiliates) to, file Third Party Claims or cross-claims against the other Party or any members of another Group in an Action in which a Third Party Claim is being resolved.

Section 7.5 Procedures for Direct Claims. An Indemnitee shall give the Indemnifying Party written notice of any matter that an Indemnitee has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (other than a Third Party Claim, which shall be governed by Section 7.4(a)), within thirty (30) days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure.

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Section 7.6 Cooperation in Defense and Settlement.

(a) With respect to any Third Party Claim (other than in respect of a Specified Shared Liability) that implicates both Parties in a material respect, including due to the allocation of Liabilities, the reasonably foreseeable impact on the Businesses of the relief sought or the responsibilities for management of defense and related indemnities pursuant to this Agreement, the Parties agree to use reasonable best efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for all Parties any Privilege). The Party that is not responsible for managing the defense of any such Third Party Claim shall be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 7.6 shall derogate from either Party’s rights to control the defense of any Action in accordance with Section 7.4.

(b) (i) Notwithstanding anything to the contrary in this Agreement, with respect to any Third Party Claim where the resolution of such Third Party Claim by order, judgment, settlement or otherwise, would reasonably be expected to include any condition, limitation or other stipulation that would, in the reasonable judgment of IP RemainCo, significantly and adversely impact the conduct of the IP Business or result in a significant adverse change to any member of the IP RemainCo Group at shared locations where any member of the Product SpinCo Group and any member of the IP RemainCo Group have operating agreements, governmental permits or joint obligations to a Governmental Entity with interdependencies, IP RemainCo shall have, at IP RemainCo’s expense, the reasonable opportunity to consult, advise and comment on all preparation, planning and strategy regarding any such Third Party Claim, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by any member of the Product SpinCo Group to any third party involved in such Third Party Claim (including any Governmental Entity), to the extent that IP RemainCo’s participation does not affect any Privilege in a material and adverse manner; provided that, to the extent that any such Third Party Claim requires the submission by any member of the Product SpinCo Group of any Information relating to any current or former officer or director of any member of the IP RemainCo Group, such Information will only be submitted in a form approved by IP RemainCo in its reasonable discretion, and (ii) notwithstanding anything to the contrary in this Agreement, with respect to any Third Party Claim where the resolution of such Third Party Claim by order, judgment, settlement or otherwise, would reasonably be expected to include any condition, limitation or other stipulation that would, in the reasonable judgment of Product SpinCo, significantly and adversely impact the conduct of the Product Business or result in a significant adverse change to any member of the Product SpinCo Group at shared locations where any member of the Product SpinCo Group and any member of the IP RemainCo Group have operating agreements, governmental permits or joint obligations to a Governmental Entity with interdependencies, Product SpinCo shall have, at Product SpinCo’s expense, the reasonable opportunity to consult, advise and comment on all preparation, planning and strategy regarding any such Third Party Claim, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by any member of the IP RemainCo Group to any third party involved in such Third Party Claim (including any Governmental Entity), to the extent that Product SpinCo’s participation does not affect any Privilege in a material and adverse manner; provided that, to the extent that any such Third Party Claim requires the submission by any member of the IP RemainCo Group of any Information relating to any current or former officer or director of any member of the Product SpinCo Group, such Information will only be submitted in a form approved by Product SpinCo in its reasonable discretion. (I) With regard to the matters specified in the preceding clause (i), IP RemainCo shall have a right to consent to any compromise or settlement related thereto by any member of the Product SpinCo Group to the extent that the effect on any member of the IP RemainCo Group would reasonably be expected to result in a significant adverse effect on the financial condition or results of operations of IP RemainCo and its Subsidiaries at such time or the IP Business conducted thereby at such time, taken as a whole, and such significant adverse effect would reasonably be expected to be greater with respect to the IP RemainCo Group, taken as a whole, than the effect on the Product SpinCo Group, taken as a whole, and (II) with regard to the matters specified in the preceding clause (ii), Product SpinCo shall have a right to consent to any compromise or settlement related thereto by any member of the IP RemainCo Group to the extent that the effect on any member of the Product SpinCo Group would reasonably be expected to result in a significant adverse effect on the financial condition or results of operations of Product SpinCo and its Subsidiaries at such time or the Product Business conducted thereby at such time, taken as a whole, and such significant adverse effect would reasonably be expected to be greater with respect to the Product SpinCo Group, taken as a whole, than the effect on the IP RemainCo Group, taken as a whole.

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(c) Each of IP RemainCo and Product SpinCo agrees on behalf of itself and the other members of its Group that at all times from and after the Effective Time, if an Action is commenced by a third party naming both Parties (or any member of such Parties’ respective Groups or their respective then-Affiliates) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective Group or their respective then-Affiliates) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement, then the other Party shall use, and shall cause the other members of its respective Group to use, commercially reasonable efforts to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable (including using commercially reasonable efforts to petition the applicable court to remove such Party (or member of its Group or their respective then-Affiliates) as a defendant to the extent such Action relates solely to Assets or Liabilities that the other Party (or Group) has been allocated pursuant to this Agreement). In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, each Party shall, and shall cause the other members of its Group to, endeavor to substitute the Indemnifying Party for the named defendant, if at all practicable and advisable under the circumstances. If such substitution or addition cannot be achieved for any reason or is not requested, management of the Action shall be determined as set forth in this Article VII.

Section 7.7 Indemnification Payments. Indemnification required by this Article VII shall be made by periodic payments of the amount of Indemnifiable Loss in a timely fashion during the course of the investigation or defense, as and when bills are received or an Indemnifiable Loss or Liability is incurred. The applicable Indemnitee shall deliver to the Indemnifying Party, upon request, reasonably satisfactory documentation setting forth the basis for the amount of such payments, including documentation with respect to calculations made and consideration of any Insurance Proceeds or Third Party Proceeds that actually reduce the amount of such Indemnifiable Losses; provided, that the delivery of such documentation shall not be a condition to the payments described in the first sentence of this Section 7.7, but the failure to deliver such documentation may be the basis for the Indemnifying Party to contest whether the applicable Indemnifiable Loss or Liability was incurred by the applicable Indemnitee.

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Section 7.8 Indemnification Obligations Net of Insurance Proceeds and Other Amounts.

(a) Any Indemnifiable Loss subject to indemnification pursuant to this Article VII including, for the avoidance of doubt, in respect of any Specified Shared Liability, shall be calculated (i) net of Insurance Proceeds that actually reduce the amount of the Indemnifiable Loss and (ii) net of any proceeds received by the Indemnitee from any third party for such Liability that actually reduce the amount of the Indemnifiable Loss (“Third Party Proceeds”). Accordingly, the amount which any Indemnifying Party is required to pay to any Indemnitee pursuant to this Article VII shall be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of the related Indemnifiable Loss. If an Indemnitee receives a payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or Third Party Proceeds, then the Indemnitee shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

(b) The Parties hereby agree that an insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto and, solely by virtue of the indemnification provisions hereof, shall not have any subrogation rights with respect thereto, and that no insurer or any other third party shall be entitled to a “windfall” (e.g., a benefit it would not otherwise be entitled to receive, or the reduction or elimination of an insurance coverage obligation that it would otherwise have, in the absence of the indemnification or release provisions) by virtue of any provision contained in this Agreement. The Indemnitee shall use commercially reasonable efforts to seek to collect or recover any Insurance Proceeds and any Third Party Proceeds to which the Indemnitee is entitled in connection with any Indemnifiable Loss for which the Indemnitee seeks indemnification pursuant to this Article VII; provided, that the Indemnitee’s inability, following such efforts, to collect or recover any such Insurance Proceeds or Third Party Proceeds shall not limit the Indemnifying Party’s obligations hereunder.

(c) No Indemnitee shall be entitled to any payment or indemnification more than once with respect to the same Indemnifiable Loss.

(d) In addition to the provisions of Section 7.8(a), any Indemnifiable Loss subject to indemnification pursuant to this Article VII (including, for the avoidance of doubt, in respect of any Specified Shared Liability) shall (i) be reduced by any Tax Benefit (as defined in the Tax Matters Agreement) actually realized by the Indemnitee as a result of the event giving rise to the payment, and (ii) be increased if and to the extent necessary to ensure that, after all required Taxes on the payment are paid (including Taxes attributable to any increases in the payment under this Section 7.8(d)), the Indemnitee receives the amount it would have received if the payment was not taxable or did not result in an increase in Taxes; provided, that the Party entitled to any such indemnity payment shall take all reasonable efforts to avoid or reduce any Taxes on such payment.

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Section 7.9 Additional Matters; Survival of Indemnities.

(a) The indemnity agreements contained in this Article VII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee, (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder, and (iii) any termination of this Agreement. The indemnity agreements contained in this Article VII shall survive the Distribution.

^(b) The rights and obligations of any member of the IP RemainCo Group or any member of the Product SpinCo Group, in each case, under this Article VII shall survive the sale or other Transfer by either Party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities, with respect to any Indemnifiable Loss of any Indemnitee related to such Assets, businesses or Liabilities.

Section 7.10 Certain Other Limits on Indemnification.

(a) De Minimis Amount.

(i) IP RemainCo shall not be required to indemnify, defend and hold harmless the Product SpinCo Indemnitees from and against any Indemnifiable Losses pursuant to Section 7.2 unless the aggregate amount of all such Indemnifiable Losses arising from a single claim or a series of related claims arising out of substantially similar facts, circumstances or occurrences exceeds $25,000 (the “De Minimis Amount”); provided, that in the event that the aggregate amount of Indemnifiable Losses which were not in excess of the De Minimis Amount exceeds $10,000,000 (the “Section 7.10(a) Basket”), the De Minimis Amount shall no longer apply, after which IP RemainCo shall be obligated for all Indemnifiable Losses under Section 7.2 from the first dollar regardless of the Section 7.10(a) Basket.

(ii) Product SpinCo shall not be required to indemnify, defend and hold harmless the IP RemainCo Indemnitees from and against any Indemnifiable Losses pursuant to Section 7.3 unless the aggregate amount of all such Indemnifiable Losses arising from a single claim or a series of related claims arising out of substantially similar facts, circumstances or occurrences exceeds the De Minimis Amount; provided, that in the event that the aggregate amount of Indemnifiable Losses which were not in excess of the De Minimis Amount exceeds the Section 7.10(a) Basket, the De Minimis Amount shall no longer apply, after which Product SpinCo shall be obligated for all Indemnifiable Losses under Section 7.3 from the first dollar regardless of the Section 7.10(a) Basket.

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ARTICLE VIII

CONFIDENTIALITY; ACCESS TO INFORMATION

Section 8.1 Preservation of Corporate Records. Except to the extent otherwise contemplated by any Ancillary Agreement, a Party providing (or causing to be provided) Records or access to Information to the other Party under this Article VIII shall be entitled to receive from the recipient, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees of such Party (or its Group or any of its or their respective then-Affiliates) or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing), as are reasonably incurred in providing such Records or access to Information.

Section 8.2 Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VII (in which event the provisions of such Article VII will govern) or for matters related to the provision of Tax Records (in which event the Tax Matters Agreement will govern) or for matters related to the provision of Employee Records (in which event the Employee Matters Agreement will govern) or for matters related to the separation of Information (which shall be governed by Section 5.3) and without limiting the applicable provisions of Article VI, and subject to appropriate restrictions for Privileged Information (as defined below) or Confidential Information:

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(a) After the Relevant Time and until the date on which IP RemainCo was required to retain, or cause to be retained, the Information requested pursuant to this Section 8.2(a) in accordance with IP RemainCo’s obligations under the Ancillary Agreements, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, Product SpinCo for specific and identified Information (i) which (x) constitutes an Asset of the Product SpinCo Group and the Transfer of such Asset has not been consummated as of the applicable Relevant Time, or (y) relates to the Product SpinCo Group or the conduct of the Product Business up to the Distribution Date, solely to the extent reasonably necessary for the Parties to complete the separation of Assets (including Records) as contemplated hereby (or for such other reasonable purposes as may be agreed by the Parties), IP RemainCo shall, and shall cause the other members of the IP RemainCo Group (and each of its and their respective then-Affiliates) to, provide, as soon as reasonably practicable following the receipt of such request, Product SpinCo and its designated representatives reasonable access during normal business hours to the written or electronic documentary Information or appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of any member of the IP RemainCo Group, but only to the extent such items (or copies thereof) so relate and are not already in the possession or control of the requesting Party (or any member of its Group); provided that, except in the case of clause (x) of this Section 8.2(a)(i), to the extent any originals are delivered to Product SpinCo pursuant to this Agreement or the Ancillary Agreements, Product SpinCo shall, and shall cause the other members of its Group (and each of its and their respective then-Affiliates) to, at its own expense, return them to IP RemainCo within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event that IP RemainCo, in its sole discretion, determines that any such access or the provision of any such Information would reasonably be expected to be significantly commercially detrimental to IP RemainCo or any member of the IP RemainCo Group or would violate any Law or Contract with a third party or would reasonably result in the waiver of any Privilege (unless the Privilege with respect to any such Privileged Information is solely related (other than in any de minimis respect) to Sole Benefit Services of the requesting Party), IP RemainCo shall not be obligated to, and shall not be obligated to cause the other members of the IP RemainCo Group (and each of its and their respective then-Affiliates) to, provide such Information requested by Product SpinCo; provided, however, in the event access or the provision of any such Information would reasonably be expected to be significantly commercially detrimental or violate a Contract with a third party, IP RemainCo shall, and shall cause the other members of the IP RemainCo Group (and any of its or their then-Affiliates) to, use commercially reasonable efforts to seek to mitigate any such harm or consequence of, or to obtain the Consent of such third party to, the disclosure of such Information or (ii) that (x) is required by any member of the Product SpinCo Group with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on such Person (including under applicable securities Laws) by a Governmental Entity having jurisdiction over such Person, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, IP RemainCo shall, and shall cause the other members of the IP RemainCo Group (and each of its and their respective then-Affiliates) to, provide, as soon as reasonably practicable following the receipt of such request, Product SpinCo and its designated representatives reasonable access during normal business hours to the Information or appropriate copies of such written or electronic documentary Information (or the originals thereof if the applicable member of the Product SpinCo Group has a reasonable need for such originals) in the possession or control of IP RemainCo or any other member of the IP RemainCo Group (or any of its or their respective then-Affiliates), but only to the extent such items so relate and are not already in the possession or control of Product SpinCo (or another member of its Group, or any of its then-Affiliates); provided that, to the extent any originals are delivered to Product SpinCo pursuant to this Agreement or the Ancillary Agreements, Product SpinCo shall, at its own expense, return them to IP RemainCo within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event that IP RemainCo, in its sole discretion, determines that any such access or the provision of any such Information (including Information requested under Section 5.1) would violate any Law or Contract with a third party or would reasonably be expected to result in the waiver of any attorney-client privilege, the work product doctrine or other applicable Privilege (unless the application of such privilege, doctrine or Privilege with respect to such matter is solely related (other than in any de minimis respect) to the Assets, Business and/or Liabilities of the requesting Party), IP RemainCo shall not be obligated to provide such Information requested by Product SpinCo; provided, further, that in the event access or the provision of any such Information would violate a Contract with a third party, IP RemainCo shall, and shall cause the other members of the IP RemainCo Group (and any of its or their respective then-Affiliates) to, use commercially reasonable efforts to seek to obtain the Consent of such third party to the disclosure of such Information.

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(b) After the Distribution Date and until the date on which Product SpinCo was required to retain, or cause to be retained, the Information requested pursuant to this Section 8.2(b) in accordance with Product SpinCo’s obligations under the Ancillary Agreements, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, IP RemainCo for specific and identified Information (i) which (x) constitutes an Asset of the IP RemainCo Group and the Transfer of such Asset has not been consummated as of the Relevant Time or (y) relates to the IP RemainCo Group or the conduct of the IP Business up to the Distribution Date solely to the extent reasonably necessary for the Parties to complete the separation of Assets (including Records) as contemplated hereby (or for such other reasonable purposes as may be agreed by the Parties), Product SpinCo shall, and shall cause the other members of the Product SpinCo Group (and each of its and their respective then-Affiliates) to, provide, as soon as reasonably practicable following the receipt of such request, IP RemainCo and its designated representatives reasonable access during normal business hours to the written or electronic documentary Information or appropriate copies of such Information (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of any member of the Product SpinCo Group, but only to the extent such items (or copies thereof) so relate and are not already in the possession or control of the requesting Party (or any member of its Group); provided that, except in the case of clause (x) of this Section 8.2(b)(i), to the extent any originals are delivered to IP RemainCo pursuant to this Agreement or the Ancillary Agreements, IP RemainCo shall, and shall cause the other members of its Group (and each of its and their respective then-Affiliates) to, at its own expense, return them to Product SpinCo within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event that Product SpinCo, in its sole discretion, determines that any such access or the provision of any such Information would reasonably be expected to be significantly commercially detrimental to Product SpinCo or any member of the Product SpinCo Group or would violate any Law or Contract with a third party or would reasonably result in the waiver of any Privilege (unless the Privilege with respect to any such Privileged Information is solely related (other than in any de minimis respect) to Sole Benefit Services of the requesting Party), Product SpinCo shall not be obligated to, and shall not be obligated to cause the other members of the Product SpinCo Group (and each of its and their respective then-Affiliates) to, provide such Information requested by IP RemainCo; provided, however, in the event access or the provision of any such Information would reasonably be expected to be significantly commercially detrimental or violate a Contract with a third party, Product SpinCo shall, and shall cause the other members of the Product SpinCo Group (and any of its or their then-Affiliates) to, use commercially reasonable efforts to seek to mitigate any such harm or consequence of, or to obtain the Consent of such third party to, the disclosure of such Information or (ii) that (x) is required by any member of the IP RemainCo Group with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on such Person (including under applicable securities Laws) by a Governmental Entity having jurisdiction over such Person, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Product SpinCo shall, and shall cause the other members of the Product SpinCo Group (and each of its and their respective then-Affiliates) to, provide, as soon as reasonably practicable following the receipt of such request, IP RemainCo and its designated representatives reasonable access during normal business hours to the Information or appropriate copies of such written or electronic documentary Information (or the originals thereof if the applicable member of the IP RemainCo Group has a reasonable need for such originals) in the possession or control of Product SpinCo or any other member of the Product SpinCo Group (or any of its or their respective then-Affiliates), but only to the extent such items so relate and are not already in the possession or control of IP RemainCo (or another member of its Group, or any of their respective then-Affiliates); provided that, to the extent any originals are delivered to IP RemainCo pursuant to this Agreement or the Ancillary Agreements, IP RemainCo shall, at its own expense, return them to Product SpinCo within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event that Product SpinCo, in its sole discretion, determines that any such access or the provision of any such Information (including Information requested under Section 5.1) would violate any Law or Contract with a third party or would reasonably be expected to result in the waiver of any attorney-client privilege, the work product doctrine or other applicable Privilege (unless the application of such privilege, doctrine or Privilege with respect to such matter is solely related (other than in any de minimis respect) to the Assets, Business and/or Liabilities of the requesting Party), Product SpinCo shall not be obligated to provide such Information requested by IP RemainCo; provided, further, that in the event access or the provision of any such Information would violate a Contract with a third party, Product SpinCo shall, and shall cause the other members of the Product SpinCo Group (and any of its or their respective then-Affiliates) to, use commercially reasonable efforts to seek to obtain the Consent of such third party to the disclosure of such Information.

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(c) Any Information provided by or on behalf of or made available by or on behalf of either Party (or any other member of any Group) pursuant to this Article VIII shall be on an “as is,” “where is” basis and no Party (or any member of any Group) is making any representation or warranty with respect to such Information or the completeness thereof.

(d) Each of IP RemainCo and Product SpinCo shall, and shall cause each other member of its Group to, inform its and their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the Confidential Information or other Information of any member of any other Group provided pursuant to Section 5.1 or this Article VIII of their obligation to hold such Information confidential in accordance with the provisions of this Agreement.

Section 8.3 Disposition of Information.

(a) Each Party, on behalf of itself and each other member of its Group, acknowledges that Information in its or in a member of its Group’s possession, custody or control as of the Relevant Time may include Information owned by the other Party or a member of the other Party’s Group and not related to (i) it or its Business or (ii) any Ancillary Agreement to which it or any member of its Group is a Party.

(b) Notwithstanding such possession, custody or control, such Information shall remain the property of such other Party or member of such other Party’s Group. Each Party agrees, on behalf of itself and each other member of its Group, subject to legal holds and other legal requirements and obligations, (i) that any such Information is to be treated as Confidential Information of the Party or Parties to which it relates and (ii) subject to Section 8.1, to use commercially reasonable efforts to within a reasonable time (1) purge such Information from its databases, files and other systems and not retain any copy of such Information (including, if applicable, by transferring such Information to the Party to which such Information belongs) or (2) if such purging is not practicable, to encrypt or otherwise make unreadable or inaccessible such Information; provided, that each Party shall, and shall cause each other member of its Group to, provide reasonable advance notice to each other Party prior to taking any action described in this Section 8.3(b) with respect to any Information related to the matters set forth on Schedule 8.3.

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Section 8.4 Witness Services. At all times from and after the Relevant Time, each of IP RemainCo and Product SpinCo shall use its commercially reasonable efforts to make available to the other, upon reasonable written request, its and any member of its Group’s officers, directors, employees and agents (taking into account the business demands of such individuals) as witnesses (in the presence of counsel for such officer, director, employee or agent, if any, and, if requested by the providing Group, counsel or other representatives designated by the providing Group) to the extent that (i) such Persons may reasonably be required to testify, or the testimony of such Persons would reasonably be expected to be beneficial to the requesting Party (or any member of its Group), in connection with the prosecution or defense of any Action in which the requesting Party may from time to time be involved and (ii) there is no conflict in the Action between the requesting Party (or any member of its Group) and the requested Party (or any member of its Group). A Party providing, or causing to be provided, a witness to the other Party (or member of such other Party’s Group) under this Section 8.4 shall be entitled to receive from the recipient of such services, upon the presentation of invoices therefor, payments for all reasonable out-of-pocket costs and expenses incurred by such Party or a member of its Group in connection therewith (which shall not include the costs of salaries and benefits of employees who are witnesses or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service as witnesses), as may be properly paid under applicable Law.

Section 8.5 Reimbursement; Other Matters. Except to the extent otherwise contemplated by this Agreement or any Ancillary Agreement, a Party providing, or causing to be provided, Information or access to Information to the other Party (or a member of such Party’s Group) under this Article VIII shall be entitled to receive from the recipient, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees of such Party or any other member of its Group or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing), as may be reasonably incurred in providing such Information or access to such Information.

Section 8.6 Confidentiality; Non-Use.

(a) Notwithstanding any termination of this Agreement, each Party shall, and shall cause each of the other members of its Group to, hold, and cause each of their respective officers, employees, agents, consultants and advisors to hold, in strict confidence, and not to disclose or release, or except as otherwise permitted by this Agreement, use, including for any ongoing or future commercial purpose, without the prior written consent of each Party to whom (or to whose Group) the Confidential Information relates (which may be withheld in each such Party’s sole and absolute discretion), any and all Confidential Information concerning or belonging to the other Party or any member of its Group; provided, that each Party may disclose, or may permit disclosure of, Confidential Information (i) to its (or any member of its Group’s) respective auditors, attorneys and other appropriate consultants and advisors who have a need to know such Confidential Information for auditing and other non-commercial purposes and are informed of the confidentiality and non-use obligations to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations the applicable Party will be responsible, (ii) if a Party or any member of its Group is required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule, (iii) to the extent required in connection with any Action by a Party (or a member of its Group) against the other Party (or member of such other Party’s Group) or in respect of claims by a Party (or member of its Group) against the other Party (or member of such other Party’s Group) brought in an Action, (iv) to the extent necessary in order to permit a Party (or member of its Group) to prepare and disclose its financial statements in connection with any regulatory filings or Tax Returns, (v) to Governmental Entities in accordance with applicable procurement regulations and contract requirements or (vi) to other Persons in connection with their evaluation of, and negotiating and consummating, a potential strategic transaction, to the extent reasonably necessary in connection therewith, provided an appropriate and customary confidentiality agreement has been entered into with the Person receiving such Confidential Information. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made by a third party that relates to clause (ii), (iii), or (v) above, each Party, as applicable, shall promptly notify (to the extent permissible by Law) the Party to whom (or to whose Group) the Confidential Information relates of the existence of such request, demand or disclosure requirement and shall provide such Party (and/or any applicable member of its Group) a reasonable opportunity to seek an appropriate protective order or other remedy, which such Parties shall, and shall cause the other members of their respective Group to, cooperate in obtaining to the extent reasonably practicable. In the event that such appropriate protective order or other remedy is not obtained, the Party who is (or whose Group’s member is) required to make such disclosure shall or shall cause the applicable member of its Group to furnish (at the expense of the Party seeking to limit such request, demand or disclosure requirement), or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded to such Confidential Information (at the expense of the Party seeking (or whose Group’s member is seeking) to limit such request, demand or disclosure requirement).

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(b) Notwithstanding anything to the contrary set forth herein, (i) a Party shall be deemed to have satisfied its obligations hereunder with respect to Confidential Information if it exercises, and causes the other members of its Group to exercise, at least the same degree of care (but no less than a commercially reasonable degree of care) as such Party takes to preserve confidentiality for its own similar Information and (ii) confidentiality obligations provided for in any agreement between each Party or another member of its Group and its or their respective past and/or present employees as of the Relevant Time shall remain in full force and effect. Notwithstanding anything to the contrary set forth herein, Confidential Information (other than Intellectual Property) of either Party (or another member of its Group) rightfully in the possession of and used by the other Party (or another member of its Group) in the operation of its Business as of the Relevant Time may continue to be used by such Party (and/or the applicable members of its Group) in possession of such Confidential Information in and only in the operation of the Product Business or the IP Business, as the case may be; provided, that, such Confidential Information may only be used by such Party and/or the applicable members of its Group and its and their respective officers, employees, agents, consultants and advisors in the specific manner and for the specific purposes for which it is used as of the date of this Agreement and may only be shared with additional officers, employees, agents, consultants and advisors of such Party (or Group member) on a need-to-know basis exclusively with regard to such specified use; provided, further, that such use is not competitive in nature, and such Confidential Information may be used only so long as the Confidential Information is maintained in confidence and not disclosed in violation of Section 8.6(a), except that such Confidential Information may be disclosed to third parties other than those listed in Section 8.6(a); provided that such disclosure to such other third parties and any associated use of such Information must be pursuant to a written agreement containing confidentiality obligations at least as protective of the Parties’ rights to such Confidential Information as those contained in this Agreement. Such continued right to use may not be transferred (directly or indirectly) to any third party without the prior written consent (not to be unreasonably withheld, conditioned or delayed) of the applicable Party, except pursuant to Section 11.9.

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(c) Each of IP RemainCo and Product SpinCo acknowledges, on behalf of itself and each other member of its Group, that it and the other members of its Group may have in their possession confidential or proprietary Information of third parties that was received under confidentiality or non-disclosure agreements with such third party while such Party and/or members of its Group were Subsidiaries of IP RemainCo. Each of IP RemainCo and Product SpinCo shall, and shall cause the other members of its Group to, hold and cause its and their respective representatives, officers, employees, agents, consultants and advisors (or potential buyers) to hold in strict confidence the confidential and proprietary Information of third parties to which they or any other member of their respective Groups has access, in accordance with the terms of any agreements entered into prior to the Distribution between one or more members of the IP RemainCo Group and/or Product SpinCo Group (whether acting through, on behalf of, or in connection with, the separated Businesses) and such third parties.

(d) For the avoidance of doubt and notwithstanding any other provision of this Section 8.6, the disclosure and sharing of Privileged Information shall be governed solely by Section 8.7.

Section 8.7 Privileged Matters.

(a) Pre-Separation Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Relevant Time have been and will be rendered either for (i) the collective benefit of each of the members of the IP RemainCo Group and the Product SpinCo Group (“Collective Benefit Services”), or (ii) the sole benefit of (x) IP RemainCo (or a member of IP RemainCo’s Group) in the case of legal and other professional services provided solely in respect of an IP Asset, an IP Liability or the IP Business, or (y) Product SpinCo (or a member of Product SpinCo’s Group) in the case of legal and other professional services provided solely in respect of a Product Asset or a Product Liability (“Sole Benefit Services”). For the purposes of asserting all privileges, immunities or other protections from disclosure which may be asserted under applicable Law, including attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege, and protection under the work-product doctrine (“Privilege”), (x) each of the members of the IP RemainCo Group and the Product SpinCo Group shall be deemed to be the client with respect to Collective Benefit Services and (y) IP RemainCo or Product SpinCo (or the applicable member of such Party’s Group), as the case may be, shall be deemed to be the client with respect to Sole Benefit Services. With respect to all Information subject to Privilege (“Privileged Information”), (A) the Parties shall have a shared Privilege for Privileged Information to the extent relating to Collective Benefit Services and (B) IP RemainCo or Product SpinCo (or the applicable member of such Party’s Group), as the case may be, shall have Privilege for Privileged Information to the extent relating to Sole Benefit Services and shall control the assertion or waiver of such Privilege. For the avoidance of doubt, Privileged Information includes, but is not limited to, services rendered by legal counsel retained or employed by either Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel.

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(b) Post-Separation Services. Each Party, on behalf of itself and each other member of its Group, acknowledges that legal and other professional services will be provided following the Relevant Time which will be rendered solely for the benefit of IP RemainCo (or a member of its Group) or Product SpinCo (or a member of its Group), as the case may be, while other such post-separation services following the Relevant Time may be rendered with respect to claims, proceedings, litigation, disputes, or other matters which involve members of both Groups. With respect to such post-separation services and related Privileged Information, each of the Parties, on behalf of itself and each other member of its Group, agrees as follows:

(i) IP RemainCo shall be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information which relates solely to the IP Business, whether or not the Privileged Information is in the possession of or under the control of any member of the IP RemainCo Group or Product SpinCo Group. IP RemainCo shall also be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information that relates solely to the subject matter of any claims constituting IP Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by any member of the IP RemainCo Group, whether or not the Privileged Information is in the possession of or under the control of any member of the IP RemainCo Group or Product SpinCo Group; and

(ii) Product SpinCo shall be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information which relates solely to the Product Business, whether or not the Privileged Information is in the possession of or under the control of any member of the IP RemainCo Group or Product SpinCo Group. Product SpinCo shall also be entitled, in perpetuity, to control the assertion or waiver of all Privileges in connection with Privileged Information that relates solely to the subject matter of any claims constituting Product Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by any member of the Product SpinCo Group, whether or not the Privileged Information is in the possession of or under the control of any member of the IP RemainCo Group or Product SpinCo Group.

(c) Each Party, on behalf of itself and each other member of its Group, agrees as follows in this Section 8.7(c) regarding all Privileges not allocated pursuant to the terms of Section 8.7(b) with respect to which the Parties shall have a shared Privilege. All Privileges relating to any claims, proceedings, litigation, disputes, or other matters which involve a member of both Groups in respect of which members of both Groups retain any responsibility or Liability under this Agreement shall be subject to a shared Privilege among them.

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(i) Subject to Sections 8.7(c)(ii) and 8.7(c)(iv), neither Party (or any member of its Group) may waive, nor allege or purport to waive, any Privilege which could be asserted under any applicable Law, and in which the other Party (or a member of its Group) has a shared Privilege, without the consent of such other Party, which shall not be unreasonably withheld, conditioned or delayed. Consent shall be in writing, or shall be deemed to be granted unless written objection (the “Privilege Waiver Objection Notice”) is made within twenty (20) days after written notice upon the other Party requesting such consent.

(ii) In the event of any Action or Dispute solely between or among either of the Parties, or any members of their respective Groups, either such Party may waive a Privilege in which the other Party or member of such Party’s Group has a shared Privilege, without obtaining the consent of such other Party (or Parties), as applicable; provided, that such waiver of a shared Privilege shall be effective only as to the use of Information with respect to the Action or Dispute between or among the relevant Parties and/or the applicable members of their respective Groups, and shall not operate as a waiver of the shared Privilege with respect to third parties.

(iii) In the event of any Action or Dispute involving a third party, if a Dispute arises between or among the Parties (or members of their respective Groups) regarding whether a Privilege should be waived to protect or advance the interest of either Party or its Group, each Party agrees that it shall, and shall cause each other member of its Group to, negotiate in good faith, endeavor to minimize any prejudice to the rights of the other Party (or members of its Group), and shall not, and shall cause each other member of its Group not to, unreasonably withhold consent to any request for waiver by the other Party. Each Party specifically agrees that it shall not, and shall cause each other member of its Group to not, withhold consent to waiver for any purpose except to protect its (or its Group’s) own legitimate interests.

(iv) If, within fifteen (15) days of receipt by the requesting Party of a written objection pursuant to Section 8.7(c)(i) (the “Privilege Waiver Negotiation Period”), the Parties have not succeeded in negotiating a resolution to any Dispute regarding whether a Privilege should be waived, and the requesting Party determines that a Privilege should nonetheless be waived to protect or advance its interest, the requesting Party shall provide the objecting Party fifteen (15) days’ written notice prior to effecting such waiver. Each Party specifically agrees that failure within fifteen (15) days of receipt of such notice to commence proceedings in accordance with Section 9.1(c) to enjoin such disclosure under applicable Law shall be deemed full and effective consent to such disclosure, and each Party agrees that any such Privilege shall not be waived by such Party (or any member of its Group) until the final determination of such Dispute in accordance with Section 9.1(c).

(v) Upon receipt by either Party or any other member of its Group of any subpoena, discovery or other request which, upon a good faith reading, would reasonably be construed as calling for the production or disclosure of Information subject to a shared Privilege or as to which the other Party has the sole right hereunder to assert a Privilege, or if a Party (or other member of its Group) obtains knowledge that any of its or member of its Group’s current or former directors, officers, agents or employees have received any subpoena, discovery or other requests which arguably, upon a good faith reading, would reasonably be construed as calling for the production or disclosure of such Privileged Information, such Party shall promptly notify the other Party of the existence of the request and shall provide the other Party (and the relevant members of its Group) a reasonable opportunity to review the Information and to assert any rights it may have under this Section 8.7 or otherwise to prevent, restrict or otherwise limit the production or disclosure of such Privileged Information.

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(d) The transfer of all Information pursuant to this Agreement is made in reliance on the agreement of IP RemainCo and Product SpinCo, as set forth in Sections 8.6 and 8.7, to maintain and cause to be maintained the confidentiality of Privileged Information and to assert and maintain, and cause to be asserted and maintained, all applicable Privileges, including, but not limited to, attorney-client or attorney work product privileges. The access to Information being granted pursuant to Sections 5.1, , 7.4 and 8.2 hereof, the agreement to provide witnesses and individuals pursuant to Sections 5.1, , 7.4 and 8.4 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by Sections 5.1, and 7.4 hereof, and the transfer of Privileged Information between and among the Parties and the members of their respective Groups pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Agreement or otherwise.

Section 8.8 Conflicts Waiver.

(a) Each of the Parties acknowledges, on behalf of itself and each other member of its Group, that IP RemainCo and Historical Xperi have retained the counsel set forth on Schedule 8.8(a) (“Historical Xperi Counsel”) to act as their counsel in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (the “Section 8.8 Matters”) and that Historical Xperi Counsel has not acted as counsel for any other Person in connection with the Section 8.8 Matters and that no other party or Person has the status of a client of Historical Xperi Counsel for conflict of interest or any other purposes as a result thereof. Each of Product SpinCo and IP RemainCo, on behalf of itself and each other member of its Group, agrees to take, and to cause their respective then-Affiliates to take, all steps necessary to implement the intent of this Section 8.8(a). Each of Product SpinCo and IP RemainCo, on behalf of itself and each other member of its Group, further agrees that Historical Xperi Counsel and their respective partners and employees are third party beneficiaries of this Section 8.8(a).

Section 8.9 Ownership of Information. Any Information owned by one Party or any member of its Group that is provided to a requesting Party pursuant to this Article VIII shall be deemed to remain the property of the providing Party (or member of its Group). Unless expressly and specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights to either Party (or member of its Group) of license or otherwise in any such Information, whether by implication, estoppel or otherwise.

Section 8.10 Prior Contracts. Each Party, on behalf of itself and each member of its Group and their respective successors and assigns, acknowledges and agrees that, notwithstanding any Contract governing the use of Intellectual Property or Confidential Information entered into by an employee or contractor of such Party or its Group prior to the Effective Time, to the extent such employee or contractor is working for or on behalf of the other Party or a member of its Group after the Effective Time, such employee or contractor shall not be deemed in breach of such Contract due to such employee or contractor using such Intellectual Property or Confidential Information in his or her capacity as an employee or contractor of such other Party (or member of such other Party’s Group), or disclosing such Intellectual Property or Confidential Information to the other Party (or member of such Party’s Group) to the extent that this Agreement or an Ancillary Agreement grants a license to, or otherwise permits such other Party (or member of such Party’s Group) to use or have disclosed to it, such Intellectual Property or Confidential Information (and, in the case of use by such employee or contractor, solely to the extent such use is permitted by such Party or member of such Party’s Group pursuant to the terms of this Agreement or such Ancillary Agreement).

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ARTICLE IX

DISPUTE RESOLUTION

Section 9.1 Negotiation and Arbitration.

(a) In the event of a controversy, dispute or Action between the Parties arising out of, in connection with, or in relation to this Agreement or any of the transactions contemplated hereby, including with respect to the interpretation, performance, nonperformance, validity or breach thereof, and including any Action based on contract, tort, statute or constitution, including but not limited to, the arbitrability of such controversy, dispute or Action and any controversy, dispute or Action related to Section 8.7 concerning privilege issues (a “Dispute”), the following provisions shall apply, unless expressly specified herein.

(b) Negotiation. The following procedures shall apply with respect to Disputes:

(i) Except in cases of Disputes regarding privilege issues (in which case the procedure in Section 8.7(c) shall apply), (a) either Party may deliver written notice of a Dispute (a “General Dispute Notice”) and (b) the general counsels of the relevant Parties and/or such other executive officer designated by the relevant Party in writing shall thereupon negotiate for a reasonable period of time to settle such Dispute; provided, however, that such reasonable period shall not, unless otherwise agreed by each relevant Party in writing, exceed ninety (90) days from the date of receipt by the relevant Party of the General Dispute Notice (the “General Negotiation Period”).

(ii) With respect to the subject Dispute, no Party shall be entitled to rely upon the expiry of any limitations period or contractual deadline during the period between the date of receipt of the relevant Dispute Notice and the earlier to occur of (A) the date of any arbitration being commenced under this Section 9.1 with respect to the Dispute and (B) the later to occur of (x) one hundred and eighty (180) days after the date of receipt of the relevant Dispute Notice and (y) the expiration of the applicable Negotiation Period.

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(iii) All offers, promises, conduct and statements, whether oral or written, made in the course of the discussions and negotiations related to the relevant Negotiation Period by any of the Parties (or the other members of their respective Group), their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the Parties (or any other member of a Group) and, in any Action, shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state or foreign rule and evidence of such discussions shall not be admissible in any future Action between the Parties, any member of their respective Groups and/or any Indemnitee; provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation or discussion.

(c) Arbitration. If the Dispute has not been resolved for any reason as of the expiration of the applicable Negotiation Period, such Dispute shall be submitted to final and binding arbitration administered in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”) then in effect (the “Rules”), except as modified herein.

(i) The arbitration shall be conducted by a three (3) member arbitral tribunal (the “Arbitral Tribunal”). The claimant shall appoint one arbitrator in its notice of arbitration and the respondent shall appoint one arbitrator within fourteen (14) days after the appointment of the first arbitrator. The third arbitrator, who shall serve as chair of the Arbitral Tribunal, shall be jointly appointed by the two party-nominated arbitrators within twenty-one (21) days of the appointment of the second arbitrator. If there are more than two Parties to the arbitration (with any Parties that are Affiliates of each other being deemed for this purpose only to be a single Party), such Parties shall have twenty (20) days to agree on a panel of three arbitrators. Any arbitrator not timely appointed by the Parties shall be appointed by the AAA according to its Rules.

(ii) In resolving any Dispute to the extent it involves contractual issues under this Agreement, the arbitrators shall apply the governing law specified herein.

(iii) Arbitration under this Section 9.1 shall be the sole and exclusive remedy for any Dispute, and any award rendered by the arbitrators shall be final and binding on the Parties and judgment thereupon may be entered in any court of competent jurisdiction having jurisdiction thereof, including any court having jurisdiction over the relevant Party or its Assets.

(iv) The Arbitral Tribunal shall be entitled, if appropriate, to award any remedy, including monetary damages, specific performance and all other forms of legal and equitable relief that is in accordance with the terms of this Agreement; provided, however, that the Arbitral Tribunal shall have no authority or power to (A) limit, expand, alter, modify, revoke or suspend any condition or provision of this Agreement, nor any right or power to award punitive, exemplary, treble or similar damages, or (B) review, resolve or adjudicate, or render any award or grant any relief in respect of, any issue, matter, claim or Dispute other than the specific Dispute or Disputes submitted by the Parties to such Arbitral Tribunal for final and binding arbitration, including any Disputes consolidated therewith in accordance with Section 9.1(c)(vii).

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(v) Each Party shall bear its own costs and attorneys’ fees in any arbitration conducted under this Article IX, and each party to such arbitration shall bear an equal portion of the fees and expenses of the arbitration including the Arbitral Tribunal’s fees and the fees and expenses of the AAA; provided, however, that the Arbitral Tribunal may award the prevailing party the recovery of its costs and attorneys’ fees and other reasonable and documented out-of-pocket expenses (including the fees and expenses of the arbitration, the Arbitral Tribunal’s fees and the fees and expenses of the AAA) if the Arbitral Tribunal finds that any of the claims or defenses of the non-prevailing party were frivolous or made in bad faith; provided, further, that if any parties to the arbitration are Affiliates of each other, they shall be counted as a single party to the arbitration for purposes of apportioning such fees and expenses.

(vi) The arbitration shall be held, and the award shall be rendered, in New York County, New York, in the English language.

(vii) The Arbitral Tribunal may, if requested by a Party, consolidate an arbitration with respect to a Dispute (including a Dispute with respect to this Agreement) with any other arbitration with respect to any other Dispute with respect to this Agreement or any dispute with regards to any Ancillary Agreement, if the subject matter thereof is substantially similar or otherwise arises out of or relates essentially to the same or substantially similar facts and, with the prior written consent of the Parties engaged in the applicable disputes, any other disputes between such Parties. Such consolidated arbitration shall be determined by the Arbitral Tribunal appointed for the arbitration proceeding that was commenced first in time, unless otherwise agreed in writing by the applicable Parties to the Dispute.

(viii) The Arbitral Tribunal (and, if applicable, Emergency Arbitrator) shall have the full authority to grant any pre-arbitral injunction, pre-arbitral attachment, interim or conservatory measure or other order in aid of arbitration proceedings (“Interim Relief”). The Parties shall exclusively submit any application for Interim Relief to only: (A) the Arbitral Tribunal; or (B) prior to the constitution of the Arbitral Tribunal, an Emergency Arbitrator appointed in the manner provided for in the Rules. Any Interim Relief so issued shall, to the extent permitted by applicable Law, be deemed a final arbitration award for purposes of enforceability, and, moreover, shall also be deemed a term and condition of this Agreement subject to specific performance in Section 11.18. The foregoing procedures shall constitute the exclusive means of seeking Interim Relief; provided, however, that (x) the Arbitral Tribunal shall have the power to continue, review, vacate or modify any Interim Relief granted by an Emergency Arbitrator, and the Arbitral Tribunal shall apply a de novo standard of review to the factual and legal findings of the Emergency Arbitrator and conduct any such proceeding with respect to the actions of the Emergency Arbitrator on an expedited basis; and (y) in the event an Emergency Arbitrator or the Arbitral Tribunal issues an order granting, denying or otherwise addressing Interim Relief (a “Decision on Interim Relief”), either Party may apply to enforce or require specific performance of such Decision on Interim Relief in any court of competent jurisdiction.

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(ix) In the event any proceeding is brought in any court of competent jurisdiction to enforce the dispute resolution provisions in this Section 9.1, to obtain relief as described in this Section 9.1, or to enforce any award, relief or decision issued by an Arbitral Tribunal, each Party irrevocably consents to the service of process in any action by the mailing of copies of the process to the Parties as provided in Section 11.6. Service effected as provided in this manner will become effective five (5) days after the mailing of the process.

(x) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.1.

(d) Confidentiality. Without limiting the provisions of the Rules, unless otherwise agreed in writing by or among the relevant Parties or permitted by this Agreement, the relevant Parties shall keep, and shall cause the members of their applicable Group to keep, confidential all matters relating to the arbitration (including the existence of the proceeding and all of its elements and including any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions) or the award, and any negotiations, conferences and discussions pursuant to this Article IX shall be treated as compromise and settlement negotiations; provided, that such matters may be disclosed (i) to the extent reasonably necessary in any proceeding brought to enforce this Article IX or the award or for entry of a judgment upon the award and (ii) to the extent otherwise required by Law. Nothing said or disclosed, nor any document produced, in the course of any negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. In the event either Party makes application to any court in connection with this Section 9.1(d) (including any proceedings to enforce a final award or any Interim Relief), that party shall take all steps reasonably within its power to cause such application, and any exhibits (including copies of any award or decisions of the Arbitral Tribunal or Emergency Arbitrator) to be filed under seal, shall oppose any challenge by any third party to such sealing, and shall give the other Party immediate notice of such challenge.

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Section 9.2 Continuity of Service and Performance. Unless otherwise agreed in writing, the Parties will continue to provide service and honor all other commitments under this Agreement and each Ancillary Agreement during the course of dispute resolution pursuant to the provisions of this Article IX with respect to all matters not subject to such dispute resolution.

ARTICLE X

INSURANCE

Section 10.1 Insurance Matters.

(a) With respect to Liabilities of Historical Xperi that (x) constitute Product Liabilities (other than those incurred by a member of the IP RemainCo Group) or (y) are otherwise incurred by a member of the Product SpinCo Group, in each case to the extent related to or arising from occurrences prior to the date of the Distribution, any rights to insurance coverage applicable to those Liabilities under Commercial Insurance Policies issued to any members of the IP RemainCo Group that were members of Historical Xperi are hereby assigned by IP RemainCo (on behalf of itself and the applicable members of its Group) to the applicable members of the Product SpinCo Group on that same date. IP RemainCo shall (or shall cause the applicable member of its Group to) provide the applicable member of the Product SpinCo Group with, from the date of the Distribution, access to, and the right to make claims under, the applicable Commercial Insurance Policy; provided, that such access to, and the right to make claims under, such Commercial Insurance Policy shall be subject to the terms, conditions and exclusions of such policy, including any limits on coverage or scope, and any deductibles, self-insured retentions, retrospective premiums, and other chargeback amounts, fees, costs and expenses, and shall be subject to the following:

(i) If permitted under such Commercial Insurance Policy, the applicable members of the Product SpinCo Group shall be responsible for the submission, administration and management of any claims under such Commercial Insurance Policy; provided, that Product SpinCo shall provide reasonable notice to IP RemainCo, or the relevant member of its Group, as applicable, prior to submitting any such claim;

(ii) If such Commercial Insurance Policy does not permit the applicable members of the Product SpinCo Group to directly submit claims under such Commercial Insurance Policy, Product SpinCo shall, or shall cause the applicable member of the Product SpinCo Group to, report any potential claims under such Commercial Insurance Policy as soon as practicable to IP RemainCo, and IP RemainCo shall, or shall cause the relevant member of its Group to, submit such claims directly to the applicable insurer; provided, that with respect to any such claims, Product SpinCo (or the applicable member of the Product SpinCo Group) shall (x) be responsible for (A) the preparation of any documents or forms that are required for the submission of such claims and (B) the administration and management of such claims after submission, and (y) provide IP RemainCo, or the relevant member of its Group, with such documents, forms or other information necessary for the submission of such claims by IP RemainCo, or the relevant member of its Group, on behalf of Product SpinCo (or the applicable member of the Product SpinCo Group);

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(iii) Product SpinCo (or the applicable members of the Product SpinCo Group) shall be responsible for any payments to the applicable Commercial Insurer under such Commercial Insurance Policy relating to its claims submissions, and shall indemnify, hold harmless and reimburse IP RemainCo (and the relevant members of the IP RemainCo Group) for any deductibles, self-insured retentions, retrospective premiums and other chargeback amounts, fees, costs and expenses incurred by IP RemainCo (or any members of the IP RemainCo Group), to the extent resulting from any access to, or any claims made by Product SpinCo (or any members of the Product SpinCo Group) under, any such Commercial Insurance Policy provided pursuant to this Section 10.1(a) (with respect to Product Liabilities), including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim handling fees, whether such claims are submitted directly or indirectly by Product SpinCo, a member of the Product SpinCo Group, its or their employees or third parties;

(iv) Product SpinCo (or the applicable members of the Product SpinCo Group) shall bear (and none of IP RemainCo or the members of its Group shall have any obligation to repay or reimburse any members of the Product SpinCo Group for) and shall be liable for all excluded, uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by Product SpinCo or any members of the Product SpinCo Group under such Commercial Insurance Policy (unless otherwise constituting an IP Liability); and

(v) No member of the Product SpinCo Group, in connection with making a claim under any such Commercial Insurance Policy pursuant to this Section 10.1(a), shall take any action that would be reasonably likely to (w) have an adverse impact on the then-current relationship between any member of the IP RemainCo Group, on the one hand, and the applicable insurer, on the other hand; (x) result in the applicable insurer terminating or reducing coverage to, or increasing the amount of any premium owed by, any member of the IP RemainCo Group under such policy; (y) otherwise compromise, jeopardize or interfere with the rights of any member of the IP RemainCo Group under such policy; or (z) otherwise compromise or impair the ability of IP RemainCo to enforce its rights with respect to any indemnification under or arising out of this Agreement, and IP RemainCo shall have the right to cause Product SpinCo to desist, or cause any other member of the Product SpinCo Group to desist, from any action that it reasonably determines would compromise or impair its rights in accordance with this clause (z); provided, that this Section 10.1(a)(v) shall not preclude or otherwise restrict any member of the Product SpinCo Group from reporting claims to insurers in the ordinary course of business.

(b) With respect to any Commercial Insurance Policies the rights of which are shared between and/or among IP RemainCo and Product SpinCo (or any member of their respective Group), respectively, claims shall be paid, any self-insurance pertaining thereto shall be applied, and the applicable limits under such Commercial Insurance Policies shall be reduced, in each case, in accordance with the terms of such Commercial Insurance Policies and without any priority or preference shown or given to any of IP RemainCo or Product SpinCo (or any member of their respective Group), absent any written agreement otherwise; provided, however, none of IP RemainCo or Product SpinCo (or any member of their respective Group) shall accelerate or delay either the notification and submission of claims, on the one hand, or the demand for coverage for and receipt of insurance payments, on the other hand, in a manner that would differ from that which each would follow in the ordinary course when acting without regard to sufficiency of limits or the terms of self-insurance.

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Section 10.2 Liability Policies.

(a) After the Distribution, the members of the IP RemainCo Group shall not, without the Consent of any affected Person within the Product SpinCo Group (or the Consent of Product SpinCo on behalf of such Person), take any action or omit to take any action that would be reasonably likely to eliminate or substantially reduce the coverage of that Person who is or was covered under the directors and officers liability insurance policies, fiduciary liability insurance policies, primary and excess general liability policies, products liability, pollution liability, workers compensation, auto liability and cyber data breach or any other liability policy, as maintained by the members of the IP RemainCo Group prior to the Distribution (collectively, “IP RemainCo Liability Policies”) in respect of occurrences or alleged injury or damage taking place prior to the Distribution (for the avoidance of doubt, (i) the expiration of any IP RemainCo Liability Policies in accordance with their respective terms (including sending a notice of non-renewal) is expressly permitted; and (ii) the submission of a claim by any member of the IP RemainCo Group shall not constitute an action that is reasonably likely to eliminate or substantially reduce the coverage of any Person within the Product SpinCo Group who is or was covered under the IP RemainCo Liability Policies). Subject to Section 10.1(a), the members of the IP RemainCo Group shall reasonably cooperate with any Person who is or was covered by any IP RemainCo Liability Policy at or prior to the Distribution in such Person’s pursuit of any coverage claims under such IP RemainCo Liability Policies that would inure to the benefit of such Person. The members of the IP RemainCo Group shall allow the members of the Product SpinCo Group, and their respective agents and representatives, upon reasonable prior notice and during regular business hours, to examine and make copies of the relevant IP RemainCo Liability Policies and shall provide such cooperation as is reasonably requested by the members of the Product SpinCo Group, including their respective directors and their respective officers.

(b) After the Distribution, the members of the Product SpinCo Group shall not, without the consent of any affected Person within the IP RemainCo Group (or the Consent of IP RemainCo on behalf of such Person), take any action or omit to take any action that would be reasonably likely to eliminate or substantially reduce the coverage of that Person who is or was covered under the directors and officers liability insurance policies, fiduciary liability insurance policies, primary and excess general liability policies, products liability, pollution liability, workers compensation, auto liability policies and cyber data breach or any other liability policy, as maintained by the members of the Product SpinCo Group prior to the Distribution (collectively, “Product SpinCo Liability Policies”) in respect of occurrences or alleged injury or damage taking place prior to the Distribution (for the avoidance of doubt, (i) the expiration of any Product SpinCo Liability Policies in accordance with their respective terms (including sending a notice of non-renewal) is expressly permitted; and (ii) the submission of a claim by any member of the Product SpinCo Group shall not constitute an action that is reasonably likely to eliminate or substantially reduce the coverage of any Person within the IP RemainCo Group who is or was covered under the Product SpinCo Liability Policies). Subject to Section 10.1(a), the members of the Product SpinCo Group shall reasonably cooperate with any Person who is or was covered by any Product SpinCo Liability Policy at or prior to the Distribution, in their pursuit of any coverage claims under such Product SpinCo Liability Policies that would inure to the benefit of such Person. The members of the Product SpinCo Group shall allow the members of the IP RemainCo Group, and their respective agents and representatives, upon reasonable prior notice and during regular business hours, to examine and make copies of the relevant Product SpinCo Liability Policies and shall provide such cooperation as is reasonably requested by the members of the IP RemainCo Group, including their respective directors and their respective officers.

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Section 10.3 Cooperation.

(a) With respect to the IP RemainCo Liability Policies, for claims (i) arising from wrongful acts or occurrences prior to the applicable Relevant Time, and (ii) for which IP RemainCo, in accordance with Section 10.1(a), is providing to Product SpinCo (or any member of the Product SpinCo Group) access to, and the right to make claims under, the applicable IP RemainCo Liability Policy, IP RemainCo shall, and shall cause the other members of its Group to, subject to the terms of Section 10.1(a), reasonably cooperate with Product SpinCo with respect to the submission of such claims by Product SpinCo (or the applicable member of the Product SpinCo Group) to insurers issuing such policies.

(b) With respect to the Product SpinCo Liability Policies, for claims (i) arising from wrongful acts or occurrences prior to the applicable Relevant Time, and (ii) for which Product SpinCo, in accordance with Section 10.1(a), is providing to IP RemainCo (or any member of the IP RemainCo Group) access to, and the right to make claims under, the applicable Product SpinCo Liability Policy, Product SpinCo shall, and shall cause the other members of its Group to, subject to the terms of Section 10.1(a) as applicable, reasonably cooperate with IP RemainCo with respect to the submission of such claims by IP RemainCo (or the applicable member of the IP RemainCo Group) to insurers issuing such policies.

(c) The Parties agree to use their commercially reasonable efforts to cooperate with respect to the various insurance matters contemplated by this Agreement. If any Liabilities involve claims against two (2) or more parties accruing both before and after the respective Distribution Dates, those Parties may jointly make claims for coverage under applicable Shared Policies, and said Parties will cooperate with each other in pursuit of such coverage, with the Insurance Proceeds relating thereto first used to reimburse the Parties for their respective costs, legal and consulting fees, and other out-of-pocket expenses incurred in pursuing such insurance recovery, and the remaining amounts to be allocated among the Parties in an equitable manner.

Section 10.4 No Assignment of Entire Insurance Policies. This Agreement shall not be considered as an attempted assignment of any policy of insurance in its entirety (as opposed to an assignment of rights under a policy), nor is it considered to be itself a contract of insurance, and further this Agreement shall not be construed to waive any right or remedy of either Party under or with respect to any Shared Policy and related programs, or any other contract or policy of insurance, and the Parties reserve all their rights thereunder.

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Section 10.5 Agreement for Waiver of Conflict and Shared Defense. In the event of any action by members of two (2) or more Groups to recover or obtain Insurance Proceeds under a Shared Policy, or to defend any action by an insurer attempting to restrict or deny any coverage benefits under a Shared Policy, the Parties (or the applicable member of such Party’s Group) may join in any such Action and be represented by joint counsel and each Party shall, and shall cause the other members of its Group to, waive any conflict of interest to the extent necessary to conduct any such action.

Section 10.6 Certain Matters Relating to Organizational Documents. (a) For a period of six (6) years from the Distribution Date, the Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws of IP RemainCo, in each case, as amended and restated or otherwise modified from time to time, shall contain provisions no less favorable with respect to indemnification than are set forth in the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of IP RemainCo immediately before the Effective Time, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Distribution Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Relevant Time, were indemnified under such Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws, unless such amendment, repeal, or modification shall be required by Law and then only to the minimum extent required by Law or approved by IP RemainCo’s stockholders and (b) for a period of six (6) years from the Distribution Date, the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of Product SpinCo, in each case, as amended and restated or otherwise modified from time to time, shall contain provisions no less favorable with respect to indemnification than are set forth in the Certificate of Incorporation and Bylaws of Product SpinCo immediately before the Effective Time, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Distribution Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Distribution Date, were indemnified under such Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, unless such amendment, repeal, or modification shall be required by Law and then only to the minimum extent required by Law or approved by Product SpinCo’s stockholders.

Section 10.7 Directors and Officers Liability Insurance.

(a) Effective on the Distribution Date, Product SpinCo shall purchase and obtain, in such amounts and on such terms as it deems appropriate, directors and officers liability insurance policies to cover the Product SpinCo Group and the insured persons thereof, for claims first made after the Distribution Date, which claims are based on wrongful acts committed or allegedly committed after the Distribution Date. Such insurance policies, and the limits thereof, shall be separate from (i) IP RemainCo’s directors and officers liability insurance policies in force, and the limits thereof, as of the Distribution Date, as well as (ii) directors and officers liability insurance policies purchased by IP RemainCo as further described in Section 10.7(b), and the limits thereof.

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(b) Effective on the Distribution Date, IP RemainCo shall purchase and obtain, in such amounts and on such terms as it deems appropriate, directors and officers liability insurance policies to cover the IP RemainCo Group and the insured persons thereof, for claims first made after the Distribution Date, which claims are based on wrongful acts committed or allegedly committed after the Distribution Date. Such insurance policies, and the limits thereof, shall be separate from (i) IP RemainCo’s directors and officers liability insurance policies, and the limits thereof, in force as of the Distribution Date as well as (ii) directors and officers liability insurance policies purchased by Product SpinCo as further described in Section 10.7(a), and the limits thereof.

(c) Effective on the Distribution Date, each of IP RemainCo’s directors and officers liability insurance policies then in force shall become run-off policies with a six (6) year tail and shall cease providing coverage for claims made to the extent based on wrongful acts committed or allegedly committed after the Distribution Date, except as provided below in Section 10.7(d).

(d) Effective on the Distribution Date, IP RemainCo shall purchase and obtain, with respect to each of IP RemainCo’s directors and officers liability insurance policies then in force, a six (6) year tail extending coverage provided by such policies and the limits thereof in favor of the Product SpinCo Group, the IP RemainCo Group and the insured persons thereof as follows; provided, that the financial responsibility for the purchase of this six (6) year tail-extending coverage shall be borne 50% by the Product SpinCo Group and 50% by the IP RemainCo Group.

(i) With respect to the Product SpinCo Group and IP RemainCo Group and the insured persons thereof, the six (6) year tail coverage afforded by such policies shall apply to claims that are both (x) first made on or after the Distribution Date to a date six (6) years thereafter; and are (y) based either (A) on wrongful acts committed or allegedly committed on or before the Distribution Date, or (B) on related wrongful acts, of which one or more of such related wrongful acts was committed or allegedly committed, on or before the Distribution Date, including such claims based on the separation transactions provided for in this Agreement; and

(ii) Such IP RemainCo directors and officers liability insurance policies, including the six (6) year tail, and the limits thereof, shall be separate from the directors and officers liability insurance policies purchased by Product SpinCo and IP RemainCo, as further described in Sections 10.7(a) and 10.7(b), and the limits thereof. Such IP RemainCo directors and officers liability insurance policies, including the six (6) year tail, and the limits thereof, shall apply to the interests of each of Product SpinCo and IP RemainCo, and their respective insured persons in accordance with the terms and conditions of such policies, and nothing in this Section shall be deemed to prioritize the interests of one insured over another insured under such policies.

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ARTICLE XI

MISCELLANEOUS

Section 11.1 Complete Agreement; Construction. This Agreement, including the Exhibits and Schedules, the Ancillary Agreements and, solely to the extent and for the limited purpose of effecting the Internal Reorganization, the Conveyancing and Assumption Instruments shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Exhibit or Schedule hereto, the Exhibit or Schedule shall prevail. In the event and to the extent that there shall be a conflict between the provisions of (a) this Agreement and the provisions of any Ancillary Agreement or Continuing Arrangement, such Ancillary Agreement or Continuing Arrangement shall control (except with respect to any provisions relating to the Transfer of Assets to, or the Assumption of Liabilities by, a Party or a member of its Group, the Internal Reorganization, the Distribution, the covenants and obligations set forth in Article V, Article VI, Article VII, Article VIII, Article IX and Article X or the application of Article XI to the terms of this Agreement (or, in each case, any indemnification rights pursuant to this Agreement in respect thereof and/or any other remedies pursuant to this Agreement in respect of any breach of any covenant or obligation under this Agreement), in which case this Agreement shall control), (b) this Agreement and any Conveyancing and Assumption Instrument, this Agreement shall control and (c) this Agreement and any agreement which is not an Ancillary Agreement (other than a Conveyancing and Assumption Instrument), this Agreement shall control unless it is specifically stated in such agreement that such agreement controls. Except as expressly set forth in this Agreement or any Ancillary Agreement, (i) all matters relating to Taxes and Tax Returns of the Parties and their respective Subsidiaries shall be governed exclusively by the Tax Matters Agreement and (ii) for the avoidance of doubt, in the event of any conflict between this Agreement or any Ancillary Agreement, on the one hand, and the Tax Matters Agreement, on the other hand, with respect to such matters, the terms and conditions of the Tax Matters Agreement shall govern.

Section 11.2 Ancillary Agreements. Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

Section 11.3 Counterparts. This Agreement may be executed and delivered (including by facsimile or other means of electronic transmission, such as by electronic mail in “pdf” form) in more than one counterpart, all of which shall be considered one and the same agreement, each of which when executed shall be deemed to be an original, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.

Section 11.4 Survival of Agreements. Except as otherwise contemplated by this Agreement or any Ancillary Agreement, all covenants and agreements of the Parties contained in this Agreement and each Ancillary Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

Section 11.5 Expenses. Except as otherwise provided (i) in this Agreement or (ii) in any Ancillary Agreement, the Parties agree that IP RemainCo shall be responsible for all out-of-pocket fees and expenses incurred (collectively “Transaction Expenses”), or to be incurred by IP RemainCo and directly related to the consummation of the financing transactions contemplated hereby (including third party professional fees (e.g., outside legal, banking and accounting fees)) and fees and expenses incurred in connection with the preparation, execution, delivery and implementation of the Financing Disclosure Documents. Except as otherwise provided (i) in this Agreement or (ii) in any Ancillary Agreement, (x) Product SpinCo shall be liable for costs and expenses incurred, or to be incurred by members of the Product SpinCo Group which were a part of Historical Xperi and directly related to the consummation of the transactions contemplated hereby, including Transaction Expenses and (y) IP RemainCo shall be liable for costs and expenses incurred, or to be incurred by members of the IP RemainCo Group which were a part of Historical Xperi and directly related to the consummation of the transactions contemplated hereby, including Transaction Expenses (collectively, “Separation Expenses”); provided; however, in the event of any inconsistency between clauses (x) and (y) of this Section 11.5, on one hand, and clauses (iv) and (xiv)(b) of the definition of Product Liabilities and clauses (iv) and (xiii)(b) of the definition of IP Liabilities, on the other hand, clauses (iv) and (xiv)(b) of the definition of Product Liabilities and clauses (iv) and (xiii)(b) of the definition of IP Liabilities shall control.

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Section 11.6 Notices. All notices and other communications to be given to either Party under this Agreement shall be sufficiently given for all purposes hereunder if in writing and delivered by hand, courier or overnight delivery service, or five (5) days after being mailed by certified or registered mail, return receipt requested, with appropriate postage prepaid, or electronically mailed (with a response confirming receipt), and shall be directed to the address set forth below (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 11.6):

Prior to the Distribution:

To IP RemainCo or Product SpinCo:

Xperi Holding Corporation

3025 Orchard Parkway

San Jose, CA 95134

Attention: Paul Davis

Email:       paul.davis@xperi.com

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

525 University Avenue

Palo Alto, CA 94301

Attention: Mike Ringler

Email:       mike.ringler@skadden.com

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Following the Distribution Date:

To IP RemainCo:

Adeia Inc.

3025 Orchard Parkway

San Jose, California 95134

Attention: [•]

Email:       [•]

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

525 University Avenue

Palo Alto, CA 94301

Attention: Mike Ringler

Email:       mike.ringler@skadden.com

To Product SpinCo:

Xperi Inc.

2160 Gold Street

San Jose, CA 95002

Attention: [•]

Email:       [•]

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

525 University Avenue

Palo Alto, CA 94301

Attention: Mike Ringler

Email:       mike.ringler@skadden.com

Section 11.7 Waivers. Any provision of this Agreement may be waived if and only if, such waiver is in writing and signed by the Party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure to exercise and no delay in exercising, on the part of either Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Any consent required or permitted to be given by either Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and the members of its Group).

Section 11.8 Amendments. This Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.

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Section 11.9 Assignment. Except as otherwise provided for in this Agreement, neither this Agreement nor any right, interest or obligation shall be assignable, in whole or in part, directly or indirectly, by either Party without the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed), and any attempt to assign any rights, interests or obligations arising under this Agreement without such consent shall be void; except, that a Party may assign this Agreement or any or all of the rights, interests and obligations hereunder in connection with a merger, reorganization or consolidation transaction in which such Party is a constituent party but not the surviving entity or the sale by such Party of all or substantially all of its Assets; provided, that the surviving entity of such merger, reorganization or consolidation transaction or the transferee of such Assets shall assume all the obligations of the relevant Party by operation of law or pursuant to an agreement in writing, reasonably satisfactory to the other Party, to be bound by the terms of this Agreement as if named as a “Party” hereto; provided, however, that in the case of each of the preceding clauses, no assignment permitted by this Section 11.9 shall release the assigning Party from Liability for the full performance of its obligations under this Agreement, unless agreed to in writing by the non-assigning Parties.

Section 11.10 Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted transferees and assigns.

Section 11.11 Payment Terms.

(a) Except as set forth in Article VII or as otherwise expressly provided to the contrary in this Agreement, any amount to be paid or reimbursed by a Party (and/or a member of such Party’s Group), on the one hand, to the other Party (and/or a member of such Party’s respective Group), on the other hand, under this Agreement shall be paid or reimbursed hereunder within thirty (30) days after presentation of an invoice or a written demand therefor and setting forth, or accompanied by, reasonable documentation or other reasonable explanation supporting such amount.

(b) Except as set forth in Article VII or as expressly provided to the contrary in this Agreement, any amount not paid when due pursuant to this Agreement (and any amount billed or otherwise invoiced or demanded and properly payable that is not paid within thirty (30) days of such bill, invoice or other demand) shall bear interest at a rate per annum equal to LIBOR (in effect on the date on which such payment was due) plus 3% calculated for the actual number of days elapsed, accrued from the date on which such payment was due up to the date of the actual receipt of payment; provided, however, in the event that LIBOR is no longer commonly accepted by market participants, then an alternative floating rate index that is commonly accepted by market participants, which Product SpinCo and IP RemainCo shall be jointly determined, each acting in good faith.

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(c) In the event of a dispute or disagreement with respect to all or a portion of any amounts requested by either Party (and/or a member of such Party’s Group) as being payable, the payor Party shall in no event be entitled to withhold payments for any such amounts (and any such disputed amounts shall be paid in accordance with Section 11.11(a), subject to the right of the payor Party to dispute such amount following such payment); provided, that in the event that following the resolution of such dispute it is determined that the payee Party (and/or a member of the payee Party’s Group) was not entitled to all or a portion of the payment made by the payor Party, the payee Party shall repay (or cause to be repaid) such amounts to which it was not entitled, including interest, to the payor Party (or its designee), which amounts shall bear interest at a rate per annum equal to LIBOR plus 3%, calculated for the actual number of days elapsed, accrued from the date on which such payment was made by the payor Party to the payee Party.

(d) Without the Consent of the Party receiving any payment under this Agreement specifying otherwise, all payments to be made by IP RemainCo or Product SpinCo under this Agreement shall be made in U.S. dollars. Except as expressly provided herein, any amount which is not expressed in U.S. dollars shall be converted into U.S. dollars by using the Bloomberg fixing rate at 5:00 p.m. New York City Time on the day before the date the payment is required to be made or, as applicable, on which an invoice is submitted (provided, however, that with regard to any payments in respect of Indemnifiable Losses for payments made to third parties, the date shall be the day before the relevant payment was made to the third party) or in the Wall Street Journal on such date if not so published on Bloomberg. Except as expressly provided herein, in the event that any indemnification payment required to be made hereunder may be denominated in a currency other than U.S. dollars, the amount of such payment shall be converted into U.S. dollars on the date on which notice of the claim is given to the Indemnifying Party.

Section 11.12 No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of either Party to successfully pursue indemnification or payment pursuant to Articles VI and VII).

Section 11.13 Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party on and after the Distribution Date.

Section 11.14 Third Party Beneficiaries. Except (i) as provided in Article VII relating to Indemnitees and for the release under Section 7.1 of any Person provided therein, (ii) as provided in Section 10.2 relating to insured persons and Section 10.6 relating to the directors, officers, employees, fiduciaries or agents provided therein, (iii) as provided in Section 8.8 relating to Historical Xperi Counsel and (iv) as specifically provided in any Ancillary Agreement, this Agreement is solely for the benefit of, and is only enforceable by, the Parties and their permitted successors and assigns and should not be deemed to confer upon third parties any remedy, benefit, claim, liability, reimbursement, cause of Action or other right of any nature whatsoever, including any rights of employment for any specified period, in excess of those existing without reference to this Agreement.

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Section 11.15 Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 11.16 Exhibits and Schedules. The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the Exhibits or Schedules constitutes an admission of any Liability or obligation of any member of the IP RemainCo Group or the Product SpinCo Group or any of their respective Affiliates to any third party, nor, with respect to any third party, an admission against the interests of any member of the IP RemainCo Group or the Product SpinCo Group or any of their respective Affiliates. The inclusion of any item or Liability or category of item or Liability on any Exhibit or Schedule is made solely for purposes of allocating potential Liabilities among the Parties and shall not be deemed as or construed to be an admission that any such Liability exists.

Section 11.17 Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.

Section 11.18 Specific Performance. The Parties acknowledge and agree that irreparable harm would occur in the event that the Parties do not perform any provision of this Agreement in accordance with its specific terms or otherwise breach this Agreement and the remedies at law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any Indemnifiable Loss. Accordingly, from and after the Effective Time, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party or Parties to this Agreement who are or are to be thereby aggrieved shall, subject and pursuant to the terms of this Article XI (including, for the avoidance of doubt, after compliance with all notice and negotiation provisions herein), have the right to specific performance and injunctive or other equitable relief under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

Section 11.19 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid, legal and enforceable provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 11.20 No Duplication; No Double Recovery. Nothing in this Agreement is intended to confer to or impose upon either Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances (including with respect to the rights, entitlements, obligations and recoveries that may arise out of one or more of the following Section 7.2; Section 7.3 and Section 7.4).

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Section 11.21 Public Announcements. From and after the Effective Time, IP RemainCo and Product SpinCo hereby agree (a) to coordinate with the other Party on the Parties’ respective initial press releases with respect to the transactions contemplated herein and (b) that no press release or similar public announcement or external communication shall, if prior to, or after, the Effective Time, be made or be caused to be made (including by such Party’s Affiliates) concerning the execution or performance of this Agreement until such Party has consulted with the other Party, and provided meaningful opportunity for review and given due consideration to reasonable comment by the other Party, except (x) as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system; (y) for disclosures made that are substantially consistent with disclosures contained in any Distribution Disclosure Document or (z) as may pertain to disputes between one Party or any member of its Group, on the one hand, and the other Party or any member of its Group, on the other hand; provided, that in the case of clause (z), a Party that intends to issue a press release or similar public announcement or external communication regarding such dispute shall provide reasonable advance written notice to the other Party in accordance with Section 11.6, which notice shall include a copy of the press release or similar public announcement or external communication, or where no such copy is available, a description of the press release or similar public announcement or external communication.

Section 11.22 Tax Treatment of Payments. To the extent permitted by applicable Law, unless otherwise required by a Final Determination or the Tax Matters Agreement or as otherwise agreed to among the Parties (including as may be agreed in any Continuing Arrangements among Affiliates of the Parties), for U.S. federal Tax purposes, any payment made pursuant to this Agreement shall be treated as follows:

(a) to the extent the member or assets of the payor Group and the member or assets of the payee Group to which the liability for payment relates were separated in a tax-free distribution for U.S. federal Tax purposes, such payment shall be treated as a tax-free contribution or tax-free distribution, as applicable, with respect to the stock of the applicable member of the payee Group or payor Group, occurring immediately prior to the relevant transaction in the Internal Reorganization or the Contribution, as applicable; and

(b) to the extent the member or assets of the payor Group and the member or assets of the payee Group to which the liability for payment relates were separated in a taxable transaction for U.S. federal Tax purposes, such payment shall be treated as an adjustment to the price or amount, as applicable, of the relevant transaction in the Internal Reorganization or the Contribution, as applicable.

Payments of interest shall be treated as deductible by the Indemnifying Party or its relevant Subsidiary and as income to the Indemnitee or its relevant Subsidiary, as permitted and applicable. In the case of each of the foregoing, no Party shall take any position inconsistent with such treatment. In the event that a Taxing Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as set forth in this Section 11.22, such Party shall use its commercially reasonable efforts to contest such challenge.

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* * * * *

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

ADEIA INC.
By
	Name:
	Title:
XPERI INC.
By
	Name:
	Title:

[Signature Page to the Separation and Distribution Agreement]

EXHIBIT A

Internal Reorganization and Business Realignment Steps Plan

See attached.

Exh. A-1

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

XPERI INC.

Xperi Inc., organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1. The Corporation was formed on April 17, 2019 as an LLC named TiVo Product HoldCo LLC and converted to a corporation on August 8, 2022 under the name TiVo Product HoldCo Corporation.

2. This Amended and Restated Certificate of Incorporation (the “Restated Certificate”) has been duly adopted by this Corporation’s Board of Directors and stockholders in accordance with the applicable provisions of Section 242 and 245 of the General Corporation Law of the State of Delaware, and the Corporation’s stockholders have given their written consent in accordance with Section 228 of the General Corporation Law of the State of Delaware.

3. The Certificate of Incorporation of the Corporation shall be amended and restated in its entirety, effective as of October 1, 2022 at 12:01 a.m., to read in full as follows:

ARTICLE I

The name of this corporation is Xperi Inc. (the “Corporation”).

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801, and the name of its registered agent at that address is The Corporation Trust Company.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

The total number of shares of all classes of stock that the Corporation is authorized to issue is One Hundred Forty Six Million (146,000,000) shares of stock, consisting of (i) One Hundred Forty Million (140,000,000) shares of Common Stock, par value $0.001 per share, and (ii) Six Million (6,000,000) shares of Preferred Stock, par value $0.001 per share (“Preferred Stock”).

The Preferred Stock may be issued from time to time, in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issue of any shares thereof. The Board of Directors of the Corporation (the “Board of Directors”) is hereby authorized to fix or alter the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions, if any), the redemption price or prices, the liquidation preferences, any other designations, preferences and relative, participating, optional or other special rights, and any qualifications, limitations or restrictions thereof, of any wholly unissued series of Preferred Stock, and the number of shares constituting any such unissued series and the designation thereof, or any of them; and to increase or decrease the number of shares of any series subsequent to the issue of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

ARTICLE V

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal Bylaws of the Corporation. In addition, the Bylaws of the Corporation may be altered, amended or repealed in any respect by the affirmative vote of the holders of at least 66 2/3% of the outstanding voting stock of the Corporation, voting together as a single class.

ARTICLE VI

The Board of Directors shall have that number of directors as designated in the Bylaws of the Corporation as adopted or as amended time to time by the directors or stockholders of the Corporation.

Directors shall be elected at each annual meeting of stockholders or any special meeting in lieu thereof, and shall serve until their successors are duly elected and qualified or until his or her death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office even though less than a quorum, or by a sole remaining director, and not by the stockholders. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board of Directors until the vacancy is filled.

ARTICLE VII

Elections of directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation.

ARTICLE VIII

No action shall be taken by the stockholders except at an annual or special meeting of stockholders. The stockholders may not take action by written consent.

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Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the Board of Directors, or by a majority of the members of the Board of Directors, or by a committee of the Board of Directors which has been duly designated by the Board of Directors and whose powers and authority, as provided in a resolution of the Board of Directors or in the Bylaws of the Corporation, include the power to call such meetings, but such special meetings may not be called by any other person or persons. The stockholders may not call a special meeting of stockholders.

ARTICLE IX

No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except for liability of (i) a director or officer for any breach of the director’s or officer’s, as applicable, duty of loyalty to the Corporation or its stockholders, (ii) a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) a director pursuant to Section 174 of the General Corporation Law of the State of Delaware, (iv) a director or officer for any transaction from which the director or officer, as applicable, derived an improper personal benefit, or (v) an officer in any action by or in the right of the Corporation.

The Corporation may indemnify and advance indemnification expenses to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor to the Corporation. The Corporation may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such director, officer or employee against any liability which may be asserted against him or her and may enter contracts providing for the indemnification of any such person to the fullest extent permitted by law.

Neither any repeal or modification of this Article IX by the stockholders of the Corporation, nor the adoption of any provision of this Restated Certificate or the Bylaws of the Corporation inconsistent with this Article IX, shall adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification. Without limiting the effect of the preceding sentence, if the General Corporation Law of the State of Delaware is hereafter amended to authorize the further elimination or limitation of the liability of a director or officer, then the liability of a director or officer, as applicable, of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended.

ARTICLE X

The Corporation is to have perpetual existence.

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ARTICLE XI

Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation may be kept (subject to any statutory provision) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors in the Bylaws of the Corporation.

ARTICLE XII

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation; provided, however, that no amendment, alteration, change or repeal may be made to Article V, VI, VIII or IX without the affirmative vote of the holders of at least 66 2/3% of the outstanding voting stock of the Corporation, voting together as a single class.

ARTICLE XIII

Unless the Corporation consents in writing to the selection of an alternative forum (an “Alternative Forum Consent”), the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a duty (including any fiduciary duty) owed by any current or former director, officer, stockholder, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any current or former director, officer, stockholder, employee or agent of the Corporation arising out of or relating to any provision of the General Corporation Law of Delaware or the Corporation’s Certificate of Incorporation or Bylaws (each, as in effect from time to time), or (iv) any action asserting a claim against the Corporation or any current or former director, officer, stockholder, employee or agent of the Corporation governed by the internal affairs doctrine of the State of Delaware; provided, however, that, in the event that the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Unless the Corporation gives an Alternative Forum Consent, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. The provisions of this Article XIII do not apply to claims brought under the Securities Exchange Act of 1934, as amended. Any person or entity purchasing, otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XIII. The existence of any prior Alternative Forum Consent shall not act as a waiver of the Corporation’s ongoing consent right as set forth above in this Article XIII with respect to any current or future actions or claims.

*    *    *

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IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by [•], its Authorized Officer, as of [•], 2022.

XPERI INC.

Name: [•]

Title: Authorized Officer

[Signature Page to Amended and Restated Certificate of Incorporation of Xperi Inc.]

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

BYLAWS

OF

XPERI INC.

(as amended and restated on [●], 2022)

TABLE OF CONTENTS

		Page
ARTICLE I. CORPORATE OFFICES			1
1.1	REGISTERED OFFICE		1
1.2	OTHER OFFICES		1
ARTICLE II. MEETINGS OF STOCKHOLDERS			1
2.1	PLACE OF MEETINGS		1
2.2	ANNUAL MEETING		1
2.3	SPECIAL MEETING		1
2.4	NOTICE OF STOCKHOLDERS’ MEETINGS		2
2.5	ADVANCE NOTICE OF STOCKHOLDER NOMINEES		2
2.6	ADVANCE NOTICE OF STOCKHOLDER BUSINESS		6
2.7	MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE		8
2.8	QUORUM		8
2.9	ADJOURNED MEETING; NOTICE		8
2.10	CONDUCT OF BUSINESS		8
2.11	VOTING		9
2.12	WAIVER OF NOTICE		9
2.13	NO STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING		9
2.14	RECORD DATE FOR STOCKHOLDER NOTICE; VOTING		9
2.15	PROXIES		10
ARTICLE III. DIRECTORS			10
3.1	POWERS		10
3.2	NUMBER OF DIRECTORS		10
3.3	ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS		11
3.4	PLACE OF MEETINGS; MEETINGS BY TELEPHONE		12
3.5	REGULAR MEETINGS		12
3.6	SPECIAL MEETINGS; NOTICE		12
3.7	QUORUM		12
3.8	WAIVER OF NOTICE		13
3.9	ORGANIZATION		13
3.10	BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING		13
3.11	FEES AND COMPENSATION OF DIRECTORS		13
3.12	REMOVAL AND RESIGNATION OF DIRECTORS		13
3.13	APPROVAL OF LOANS TO OFFICERS		14
ARTICLE IV. COMMITTEES			14
4.1	COMMITTEES OF DIRECTORS		14
4.2	COMMITTEE MINUTES		15
4.3	MEETINGS AND ACTION OF COMMITTEES		15

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		Page
ARTICLE V. OFFICERS			15
5.1	OFFICERS		15
5.2	APPOINTMENT OF OFFICERS		15
5.3	SUBORDINATE OFFICERS		15
5.4	REMOVAL AND RESIGNATION OF OFFICERS		16
5.5	VACANCIES IN OFFICES		16
5.6	CHAIR OF THE BOARD		16
5.7	CHIEF EXECUTIVE OFFICER		16
5.8	PRESIDENT		16
5.9	VICE PRESIDENTS		17
5.10	SECRETARY		17
5.11	CHIEF FINANCIAL OFFICER		17
5.12	TREASURER		17
5.13	AUTHORITY AND DUTIES OF OFFICERS		18
ARTICLE VI. INDEMNITY			18
6.1	INDEMNIFICATION OF DIRECTORS AND OFFICERS		18
6.2	INDEMNIFICATION OF OTHERS		18
6.3	PAYMENT OF EXPENSES IN ADVANCE		18
6.4	INDEMNITY NOT EXCLUSIVE		19
6.5	INSURANCE		19
6.6	CONFLICTS		19
ARTICLE VII. RECORDS AND REPORTS			19
7.1	MAINTENANCE AND INSPECTION OF RECORDS		19
ARTICLE VIII. GENERAL MATTERS			20
8.1	CHECKS		20
8.2	EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS		20
8.3	STOCK CERTIFICATES		21
8.4	SPECIAL DESIGNATION ON CERTIFICATES		21
8.5	LOST CERTIFICATES		21
8.6	CONSTRUCTION; DEFINITIONS		21
8.7	DIVIDENDS		22
8.8	FISCAL YEAR		22
8.9	SEAL		22
8.10	TRANSFER OF STOCK		22
8.11	STOCK TRANSFER AGREEMENTS		22
8.12	REGISTERED STOCKHOLDERS		22
ARTICLE IX. AMENDMENTS			23
9.1	AMENDMENTS		23

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ARTICLE I.

CORPORATE OFFICES

1.1    REGISTERED OFFICE

The registered office of Xperi Inc. (the “corporation”) shall be 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware, 19801. The name of the registered agent of the corporation at such location is The Corporation Trust Company.

1.2    OTHER OFFICES

The board of directors of the corporation (the “board of directors”) may at any time establish other offices at any place or places where the corporation is qualified to do business.

ARTICLE II.

MEETINGS OF STOCKHOLDERS

2.1    PLACE OF MEETINGS

Meetings of stockholders shall be held at any place, within or outside the State of Delaware, or by means of remote communication, as designated by the board of directors. In the absence of any such designation, stockholders’ meetings shall be held at the registered office of the corporation.

2.2    ANNUAL MEETING

The annual meeting of stockholders shall be held each year on a date and at a time designated by the board of directors. Any previously scheduled annual meeting of the stockholders may be postponed by resolution of the board of directors upon public notice given prior to the date previously scheduled for such annual meeting of the stockholders. At the meeting, directors shall be elected and any other proper business may be transacted.

2.3    SPECIAL MEETING

A special meeting of the stockholders may be called at any time by the board of directors, or by a majority of the members of the board of directors, or by a committee of the board of directors which has been duly designated by the board of directors and whose powers and authority, as provided in a resolution of the board of directors or in these bylaws, include the power to call such meetings, but such special meetings may not be called by any other person or persons. Any previously scheduled special meeting of the stockholders may be postponed by resolution of the board of directors upon public notice given prior to the date previously scheduled for such special meeting of the stockholders. Business transacted at special meetings shall be confined to the purpose or purposes stated in the notice of the meeting.

2.4    NOTICE OF STOCKHOLDERS’ MEETINGS

All notices of meetings with stockholders shall be sent or otherwise given in accordance with Section 2.5 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting (unless a different time is specified by law) to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at such meeting, if such date is different from the record date for determining stockholders entitled to notice of such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

Notices of meetings to stockholders may be given by mailing the same, addressed to the stockholder entitled thereto, at such stockholder’s mailing address as it appears on the records of the corporation and such notice shall be deemed to be given when deposited in the U.S. mail, postage prepaid. Without limiting the manner by which notices of meetings otherwise may be given effectively to stockholders, any such notice may be given by electronic transmission in the manner provided in Section 232 of the General Corporation Law of the State of Delaware.

2.5    ADVANCE NOTICE OF STOCKHOLDER NOMINEES

(a)    Proper Nominations; Who May Make Nominations. Only persons who are nominated in accordance with the procedures set forth in this Section 2.5 shall be eligible for election as directors. Nominations of persons for election to the board of directors of the corporation may be made at an annual meeting of stockholders or at a special meeting (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the board of directors or other person calling such special meeting in accordance with Section 2.3 hereof) (i) by or at the direction of the board of directors, including by any committee or persons appointed by the board of directors, or (ii) by any stockholder of the corporation who (A) was a stockholder of record (and, with respect to any beneficial owner, if different, on whose behalf such nomination is proposed to be made, only if such beneficial owner was the beneficial owner of shares of the corporation) both at the time of giving the notice provided for in this Section 2.5 and at the time of the meeting, (B) is entitled to vote at the meeting and (C) has complied with this Section 2.5 as to such nomination. The foregoing clause (ii) shall be the exclusive means for a stockholder to make any nomination of a person or persons for election to the board of directors at an annual meeting or a special meeting.

(b)    Requirement of Timely Notice of Nominations. Such nominations, other than those made by or at the direction of the board of directors, shall be made pursuant to timely notice in writing and in proper form to the secretary of the corporation.

(i)    Timely Notice of Nominations for Annual Meeting. To be timely, a stockholder’s notice of nominations to be made at an annual meeting must be delivered to, or mailed and received at, the principal executive offices of the corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the one-year anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after

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such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not later than the 90th day prior to such annual meeting or, if later, the tenth day following the day on which public disclosure of the date of such annual meeting was first made. Any such notice that is delivered to, or mailed and received at, the principal executive offices of the corporation within any of the time periods set forth in the immediately preceding sentence shall be deemed an “Annual Meeting Timely Notice.” In no event shall any adjournment of an annual meeting or the announcement thereof commence a new time period for the giving of Annual Meeting Timely Notice as described above.

(ii)    Timely Notice of Nominations for Special Meeting. To be timely, a stockholder’s notice of nominations to be made at a special meeting at which the election of directors is a matter specified in the notice of meeting must be delivered to, or mailed and received at, the principal executive offices of the corporation not earlier than the 120th day prior to such special meeting and not later than the 90th day prior to such special meeting or, if later, the 10th day following the day on which public disclosure (as defined in this Section 2.5) of the date of such special meeting was first made (such notice within such time periods, “Special Meeting Timely Notice”). In no event shall any adjournment of a special meeting or the announcement thereof commence a new time period for the giving of Special Meeting Timely Notice as described above.

(c)    Definition of Public Disclosure. For purposes of these bylaws, “public disclosure” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”).

(d)    Requirements for Proper Form of Stockholder Notice of Nominations. To be in proper form for purposes of this Section 2.5, a stockholder’s notice to the secretary shall set forth:

(i)    Stockholder Information. As to each Nominating Person (as defined below), (A) the name and address of such Nominating Person (including, if applicable, the name and address that appear on the corporation’s books and records); and (B) the class or series and number of shares of the corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by each Nominating Person as of the date of the stockholder’s notice, except that a Nominating Person shall in all events be deemed to beneficially own any shares of any class or series of the corporation as to which such Nominating Person has a right to acquire beneficial ownership at any time in the future (the disclosures to be made pursuant to the foregoing clauses (A) and (B) are referred to as “Stockholder Information”);

(ii)    Information About Disclosable Interests. As to each Nominating Person, (A) any derivative, swap or other transaction or series of transactions engaged in, directly or indirectly, by such Nominating Person, the purpose or effect of which is to give such

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Nominating Person economic risk similar to ownership of shares of any class or series of the corporation, including due to the fact that the value of such derivative, swap or other transactions are determined by reference to the price, value or volatility of any shares of any class or series of the corporation, or which derivative, swap or other transactions provide, directly or indirectly, the opportunity to profit from any increase in the price or value of shares of any class or series of the corporation (“Synthetic Equity Interests”), which Synthetic Equity Interests shall be disclosed without regard to whether (x) the derivative, swap or other transactions convey any voting rights in such shares to such Nominating Person, (y) the derivative, swap or other transactions are required to be, or are capable of being, settled through delivery of such shares or (z) such Nominating Person may have entered into other transactions that hedge or mitigate the economic effect of such derivative, swap or other transactions, (B) any proxy (other than a revocable proxy or consent given in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a solicitation statement filed on Schedule 14A), agreement, arrangement, understanding or relationship pursuant to which such Nominating Person has or shares a right to vote any shares of any class or series of the corporation, (C) any agreement, arrangement, understanding or relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such Nominating Person, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of shares of any class or series of the corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such Nominating Person with respect to the shares of any class or series of the corporation, or which provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of the shares of any class or series of the corporation (“Short Interests”), (D) any rights to dividends on the shares of any class or series of the corporation owned beneficially by such Nominating Person that are separated or separable from the underlying shares of the corporation, (E) any performance related fees (other than an asset based fee) that such Nominating Person is entitled to based on any increase or decrease in the price or value of shares of any class or series of the corporation, or any Synthetic Equity Interests or Short Interests, if any, and (F) any other information relating to such Nominating Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Nominating Person in support of the election of directors at the meeting pursuant to Section 14(a) of the Exchange Act (the disclosures to be made pursuant to the foregoing clauses (A) through (F) are referred to as “Disclosable Interests”); provided, however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Nominating Person solely as a result of being the stockholder directed to prepare and submit the notice required by these bylaws on behalf of a beneficial owner;

(iii)    Information About Nominees. As to each person whom a Nominating Person proposes to nominate for election as a director, (A) all information with respect to such proposed nominee that would be required to be set forth in a stockholder’s notice pursuant to this Section 2.5(d) if such proposed nominee were a Nominating Person, (B) all information relating to such proposed nominee that is required to be disclosed in a

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proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act (including such proposed nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (C) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among any Nominating Person, on the one hand, and each proposed nominee and his or her respective affiliates and associates, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant” for purposes of such rule and the proposed nominee were a director or executive officer of such registrant; and

(iv)    Intention on Proxy Delivery. A representation whether the Nominating Person intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the corporation’s outstanding capital stock required to approve the nomination and/or otherwise to solicit proxies from stockholders in support of the nomination.

(e)    Definition of Nominating Person. For purposes of this Section 2.5, the term “Nominating Person” shall mean (i) the stockholder providing the notice of the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at the meeting is made and (iii) any affiliate or associate (each within the meaning of Rule 12b-2 under the Exchange Act for purposes of these bylaws) of such stockholder or beneficial owner.

(f)    Other Information to be Furnished by Proposed Nominees. The corporation may require any proposed nominee to furnish such other information (A) as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as an independent director of the corporation in accordance with the corporation’s Corporate Governance Guidelines or (B) that could be material to a reasonable stockholder’s understanding of the independence or lack of independence of such proposed nominee.

(g)    Updates and Supplements. A stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.5 shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to or mailed and received by the secretary at the principal executive offices of the corporation not later than five (5) business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than eight (8) business days prior to the date for the meeting or (if practicable or, if not practicable, on the first practicable date prior to) any adjournment or postponement thereof (in the case of the update and supplement required to be made as of ten business days prior to the meeting or any adjournment or postponement thereof).

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(h)    Defective Nominations. No person shall be eligible for election as a director of the corporation at an annual meeting or a special meeting unless nominated in accordance with this Section 2.5. The chair of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the bylaws, and if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded.

(i)    Compliance with Exchange Act. In addition to the requirements of this Section 2.5 with respect to any nomination proposed to be made at a meeting, each Nominating Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations.

2.6    ADVANCE NOTICE OF STOCKHOLDER BUSINESS

(a)    Business Properly Brought Before a Meeting. At the annual meeting of stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be: (i) as specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors, (ii) otherwise properly brought before the meeting by or at the direction of the board of directors, or (iii) otherwise properly brought before the meeting by a stockholder who (A) was a stockholder of record (and, with respect to any beneficial owner, if different, on whose behalf such business is proposed, only if such beneficial owner was the beneficial owner of shares of the corporation) both at the time of giving the notice provided for in this Section 2.6 and at the time of the meeting, (B) is entitled to vote at the meeting, and (C) has complied with this Section 2.6 as to such business. Except for proposals properly made in accordance with Rule 14a-8 under the Exchange Act and included in the notice of meeting given by or at the direction of the board of directors, the foregoing clause (iii) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders. Stockholders seeking to nominate persons for election to the board of directors at an annual meeting or a special meeting must comply with Section 2.5, and this Section 2.6 shall not be applicable to nominations.

(b)    Requirement of Timely Notice of Stockholder Business. Without qualification, for business to be properly brought before an annual meeting by a stockholder, the stockholder must (i) provide Annual Meeting Timely Notice (as defined in Section 2.5 above) thereof in writing and in proper form to the secretary of the corporation. In no event shall any adjournment of an annual meeting or the announcement thereof commence a new time period for the giving of Annual Meeting Timely Notice.

(c)    Requirements for Proper Form of Stockholder Notice of Proposed Business. To be in proper form for purposes of this Section 2.6, a stockholder’s notice to the secretary shall set forth:

(i)    Stockholder Information. As to each Proposing Person (as defined below), the Stockholder Information (as defined in Section 2.5(d)(i), except that for the purposes of this Section 2.6 the term “Proposing Person” shall be substituted for the term “Nominating Person” in all places it appears in Section 2.5(d)(i));

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(ii)    Information About Disclosable Interests. As to each Proposing Person, any Disclosable Interests (as defined in Section 2.5(d)(ii), except that for purposes of this Section 2.6 the term “Proposing Person” shall be substituted for the term “Nominating Person” in all places as it appears in Section 2.5(d)(ii) and the disclosures shall be made with respect to the proposal of business to be brought before the meeting rather than to the nomination of directors to be elected at the meeting); and

(iii)    Description of Proposed Business. As to each item of business that the stockholder proposes to bring before the annual meeting, (A) a reasonably brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of each Proposing Person, (B) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these bylaws, the language of the proposed amendment), and (C) a reasonably detailed description of all agreements, arrangements and understandings (x) between or among any of the Proposing Persons or (y) between or among any Proposing Person and any other record or beneficial holder of the shares of any class or series of the corporation (including their names) in connection with the proposal of such business by such stockholder, including any anticipated benefit therefrom to such Proposing Person or their affiliates or associates.

(d)    Definition of Proposing Person. For purposes of this Section 2.6, the term “Proposing Person” shall mean (i) the stockholder providing the notice of business proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before the annual meeting is made and (iii) any affiliate or associate of such stockholder or beneficial owner.

(e)    Updates and Supplements. A stockholder providing notice of business proposed to be brought before an annual meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.6 shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the secretary at the principal executive offices of the corporation not later than five (5) business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than eight (8) business days prior to the date for the meeting or (if practicable or, if not practicable, on the first practicable date prior to) any adjournment or postponement thereof (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

(f)    Business Not Properly Brought Before a Meeting. Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with this Section 2.6. The chair of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting and in accordance with the provisions of this Section 2.6, and if he or she should so determine, he or she so shall so declare at the meeting that any business not properly brought before the meeting shall not be transacted.

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(g)    Rule 14a-8; Exchange Act Compliance. This Section 2.6 is expressly intended to apply to any business proposed to be brought before an annual meeting of stockholders other than any proposal made pursuant to Rule 14a-8 under the Exchange Act. In addition to the requirements of this Section 2.6 with respect to any business proposed to be brought before an annual meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this Section 2.6 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

2.7    MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

Written notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Without limiting the manner by which notices of meetings otherwise may be given effectively to stockholders, any such notice may be given by electronic transmission in the manner provided in Section 232 of the General Corporation Law of the State of Delaware.

2.8    QUORUM

The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

2.9    ADJOURNED MEETING; NOTICE

When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

2.10    CONDUCT OF BUSINESS

The board of directors of the corporation may adopt by resolution such rules and regulations for the conduct of any meeting of the stockholders as it shall deem appropriate. Except to the extent inconsistent with any rules and regulations adopted by the board of directors, the chair of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.

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2.11    VOTING

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.14 of these bylaws, subject to the provisions of Sections 217 and 218 of the General Corporation Law of the State of Delaware (relating to voting rights of fiduciaries, pledgers and joint owners of stock and to voting trusts and other voting agreements).

Unless otherwise required by law or provided in the certificate of incorporation, each stockholder shall be entitled to one vote, in person or by proxy, for each share of capital stock held by such stockholder.

2.12    WAIVER OF NOTICE

Notice of any meeting need not be given to any stockholder who shall, either before or after the meeting, submit a waiver of notice or who shall attend such meeting, except when the stockholder attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder waiving notice of a meeting shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been given.

2.13    NO STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action that may be taken at any annual or special meeting of such stockholders, must be taken at an annual or special meeting of stockholders of the corporation, with prior notice and with a vote, and may not be taken by a consent in writing.

2.14    RECORD DATE FOR STOCKHOLDER NOTICE; VOTING

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

If the board of directors does not so fix a record date:

(i)    The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

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(ii)    The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

2.15    PROXIES

Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him by (i) a written proxy, signed by the stockholder and filed with the secretary of the corporation, or (ii) to the extent permitted by law, a stockholder may authorize another person or persons to act for him or her as proxy by transmitting or authorizing the transmission of an electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization, or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that the electronic transmission either sets forth or is submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A copy, facsimile transmission, or other reliable reproduction of the proxy authorized by this Section 2.15 may be substituted for or used in lieu of the original writing or electronic transmission for any and all purposes for which the original writing or electronic transmission could be used, provided that such copy, facsimile transmission, or other reproduction shall be a complete reproduction of the entire original writing or electronic transmission. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

ARTICLE III.

DIRECTORS

3.1    POWERS

Subject to the provisions of the General Corporation Law of the State of Delaware and any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

3.2    NUMBER OF DIRECTORS

The board of directors shall consist of not less than five (5) and not more than nine (9) directors as fixed from time to time by resolution of a majority of the total number of directors that the corporation would have if there were no vacancies. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification, or removal.

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No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

3.3    ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

Directors shall be elected at each annual meeting of the stockholders or special meeting in lieu thereof, and shall serve until their successors are duly elected and qualified. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws, wherein other qualifications for directors may be prescribed.

Each director to be elected by the stockholders shall be elected by the affirmative vote of a majority of the votes cast with respect to such director by the shares represented and entitled to vote therefor at a meeting of the stockholders for the election of directors at which a quorum is present (an “Election Meeting”); provided, however, that if the board of directors determines that the number of nominees exceeds the number of directors to be elected at such meeting (a “Contested Election”), whether or not the election becomes an uncontested election after such determination, each of the directors to be elected at the Election Meeting shall be elected by the affirmative vote of a plurality of the votes cast by the shares represented and entitled to vote at such meeting with respect to the election of such director.

For purposes of this Section 3.3, a “majority of the votes cast” means that the number of votes cast “for” a candidate for director exceeds the number of votes cast “against” that director (with “abstentions” and “broker non-votes” not counted as votes cast as either “for” or “against” such director’s election). In an election other than a Contested Election, stockholders will be given the choice to cast votes “for” or “against” the election of directors or to “abstain” from such vote and shall not have the ability to cast any other vote with respect to such election of directors. In a Contested Election, stockholders will be given the choice to cast “for” or “withhold” votes for the election of directors and shall not have the ability to cast any other vote with respect to such election of directors. In the event an Election Meeting involves the election of directors by separate votes by class or classes or series, the determination as to whether an election constitutes a Contested Election shall be made on a class by class or series by series basis, as applicable. The board of directors has established procedures under which any director who is not elected shall offer to tender his or her resignation to the board of directors.

Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the board of directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office even though less than a quorum, or by a sole remaining director, and not by the stockholders. In the event of a vacancy in the board of directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full board of directors until the vacancy is filled. Notwithstanding the foregoing, each director shall serve until his or her successor is duly elected and qualified or until his or her death, resignation or removal.

Elections of directors need not be by written ballot. There shall be no right with respect to shares of stock of the corporation to cumulate votes in the election of directors.

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3.4    PLACE OF MEETINGS; MEETINGS BY TELEPHONE

The board of directors of the corporation may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

3.5    REGULAR MEETINGS

Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

3.6    SPECIAL MEETINGS; NOTICE

Special meetings of the board for any purpose or purposes may be called at any time by the chair of the board, the president, the secretary or any two directors.

Notice of the time and place of special meetings shall be given in person or by telephone, mail addressed to such director at such director’s address as it appears on the records of the corporation, facsimile, email, or by other means of electronic transmission. Notice is to be provided at least twenty-four (24) hours before the time of the holding of the meeting, unless the notice is mailed. If the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, if the meeting is to be held at the principal executive office of the corporation.

3.7    QUORUM

At all meetings of the board of directors, a majority of the authorized number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum is not present at any meeting of the board of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. At least twenty-four (24) hours’ notice of any adjourned meeting of the board of directors shall be given to each director whether or not present at the time of the adjournment, unless the notice is mailed, in which case it shall be deposited in the United States mail at least four days before the time of the holding of the meeting.

A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

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3.8    WAIVER OF NOTICE

Whenever notice is required to be given under any provision of the General Corporation Law of the State of Delaware or of the certificate of incorporation or these bylaws, a waiver thereof, in writing signed by, or by electronic transmission by, the person entitled to notice, whether before or after such notice is required, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any waiver of notice unless so required by the certificate of incorporation or these bylaws.

3.9    ORGANIZATION

At each regular or special meeting of the board of directors, the chair of the board or, in his or her absence, the lead independent director or, in his or her absence, another director or officer selected by the board of directors shall preside. The secretary shall act as secretary at each meeting of the board of directors. If the secretary is absent from any meeting of the board of directors, an assistant secretary of the corporation shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the secretary and all assistant secretaries of the corporation, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

3.10    BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission.

3.11    FEES AND COMPENSATION OF DIRECTORS

Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. No such compensation shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

3.12    REMOVAL AND RESIGNATION OF DIRECTORS

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

Any director may resign at any time by notice given in writing or by electronic transmission to the corporation. Any resignation shall take effect on the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective.

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3.13    APPROVAL OF LOANS TO OFFICERS

The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or any subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Subject to the next sentence, nothing in this Section 3.13 shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute. Notwithstanding anything in this Section 3.13 to the contrary, the corporation shall not, directly or indirectly, including through any subsidiary, extend or maintain credit, arrange for the extension of credit, or renew an extension of credit, in the form of a personal loan to or for any director or executive officer in violation of Section 402 of the Sarbanes-Oxley Act of 2002.

ARTICLE IV.

COMMITTEES

4.1    COMMITTEES OF DIRECTORS

The board of directors may, by resolution passed by a majority of the whole board or as specified in these bylaws, designate one or more committees, with each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors or in these bylaws, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) amend the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) of the General Corporation Law of the State of Delaware, fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation), (ii) adopt an agreement of merger or consolidation under Sections 251 or 252 of the General Corporation Law of the State of Delaware, (iii) recommend to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, (iv) recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution, or (v) amend these bylaws; and, unless the board resolution establishing the committee, these bylaws or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of the State of Delaware.

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4.2    COMMITTEE MINUTES

Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

4.3    MEETINGS AND ACTION OF COMMITTEES

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws, Section 3.4 (Place of Meetings; Meetings by Telephone), Section 3.5 (Regular Meetings), Section 3.6 (Special Meetings; Notice), Section 3.7 (Quorum), Section 3.8 (Waiver of Notice) and Section 3.10 (Board Action by Written Consent Without a Meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members; provided, however, that the time of regular meetings of committees may also be called by resolution of the board of directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may make, alter and repeal rules and procedures for the conduct of the business of any committee not inconsistent with the provisions of these bylaws.

ARTICLE V.

OFFICERS

5.1    OFFICERS

The officers of the corporation shall be a chief executive officer, a president, one or more vice presidents, a secretary and a chief financial officer. The corporation may also have, at the discretion of the board of directors, a chair of the board, a treasurer, one or more assistant vice presidents, assistant secretaries and any such other officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws. Any number of offices may be held by the same person.

5.2    APPOINTMENT OF OFFICERS

The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 or 5.5 of these bylaws, shall be chosen by the board of directors, subject to the rights, if any, of an officer under any contract of employment.

5.3    SUBORDINATE OFFICERS

The board of directors may appoint, or empower the president to appoint, such other officers and agents as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the board of directors may from time to time determine.

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5.4    REMOVAL AND RESIGNATION OF OFFICERS

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the board of directors at any regular or special meeting of the board or, except in the case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.

Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect on the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

5.5    VACANCIES IN OFFICES

Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

5.6    CHAIR OF THE BOARD

The chair of the board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the board of directors or as may be prescribed by these bylaws. The chair of the board shall be determined by the vote of a majority of the directors who qualify as “independent directors” under the listing standards of any securities exchange or quotation system on which the securities of the corporation are listed or quoted for trading and the applicable rules of the Securities and Exchange Commission.

5.7    CHIEF EXECUTIVE OFFICER

The chief executive officer shall, subject to the provisions of these bylaws and the control of the board of directors, have general supervision, direction, and control over the business of the corporation and over its officers. The chief executive officer shall perform all duties incident to the office of the chief executive officer, and any other duties as may be from time to time assigned to the chief executive officer by the board of directors, in each case subject to the control of the board of directors.

5.8    PRESIDENT

The president shall report and be responsible to the chief executive officer. The president shall have such powers and perform such duties as from time to time may be assigned or delegated to the president by the board of directors or the chief executive officer or that are incident to the office of president.

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5.9    VICE PRESIDENTS

Each vice president of the corporation shall have such powers and perform such duties as may be assigned to him or her from time to time by the board of directors, the chief executive officer, or the president, or that are incident to the office of vice president.

5.10    SECRETARY

The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors and stockholders. The minutes shall show the time and place of each meeting, whether regular or special (and, if special, how authorized and the notice given), the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at stockholders’ meetings, and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the board of directors required to be given by law or by these bylaws. He or she shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by these bylaws.

5.11    CHIEF FINANCIAL OFFICER

The chief financial officer shall be the principal financial officer of the corporation and shall have such powers and perform such duties as may be assigned by the board of directors, the chair of the board, or the chief executive officer.

5.12    TREASURER

The treasurer of the corporation shall have the custody of the corporation’s funds and securities, except as otherwise provided by the board of directors, and shall keep full and accurate accounts of receipts and disbursements in records belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the chief executive officer and the president and the directors, at the regular meetings of the board of directors, or whenever they may require it, an account of all his or her transactions as treasurer and of the financial condition of the corporation.

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5.13    AUTHORITY AND DUTIES OF OFFICERS

In addition to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the board of directors or the stockholders.

ARTICLE VI.

INDEMNITY

6.1    INDEMNIFICATION OF DIRECTORS AND OFFICERS

The corporation shall, to the maximum extent and in the manner permitted by the General Corporation Law of the State of Delaware, indemnify and hold harmless each of its directors and officers against expenses (including attorneys’ fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, whether civil, criminal, administrative, or investigative, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.1, a “director” or “officer” of the corporation includes any person (i) who is or was a director or officer of the corporation, (ii) who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or (iii) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. Notwithstanding this Section 6.1, the corporation shall be required to indemnify a director or officer in connection with a proceeding (or part thereof) commenced by such person only if the commencement of such proceeding (or part thereof) by the person was authorized in the specific case by the board of directors.

6.2    INDEMNIFICATION OF OTHERS

The corporation shall have the power, to the extent and in the manner permitted by the General Corporation Law of the State of Delaware, to indemnify and hold harmless each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.2, an “employee” or “agent” of the corporation (other than a director or officer) includes any person (i) who is or was an employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

6.3    PAYMENT OF EXPENSES IN ADVANCE

Expenses incurred in defending any action or proceeding for which indemnification is required pursuant to Section 6.1 or for which indemnification is permitted pursuant to Section 6.2 following authorization thereof by the board of directors shall be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article VI.

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6.4    INDEMNITY NOT EXCLUSIVE

The indemnification provided by this Article VI shall not be deemed exclusive of any other rights which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that additional rights to indemnification are authorized in the certificate of incorporation. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees, or agents respecting indemnification and advances, to the fullest extent not prohibited by the General Corporation Law of the State of Delaware.

6.5    INSURANCE

The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of the General Corporation Law of the State of Delaware.

6.6    CONFLICTS

No indemnification or advance shall be made under this Article VI, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears:

(i)    that it would be inconsistent with a provision of the certificate of incorporation, these bylaws, a resolution of the stockholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(ii)    that it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

ARTICLE VII.

RECORDS AND REPORTS

7.1    MAINTENANCE AND INSPECTION OF RECORDS

Any records administered by or on behalf of the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be maintained on any information storage device, method, or one or more electronic networks or databases (including

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one or more distributed electronic networks or databases); provided that the records so kept can be converted into clearly legible paper form within a reasonable time, and, with respect to the stock ledger, the records so kept comply with Section 224 of the General Corporation Law of the State of Delaware. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

The officer who has charge of the stock ledger of a corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder; provided, that the corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting: (a) on a reasonably accessible electronic network; provided that the information required to gain access to such list was provided with the notice of the meeting; or (b) during ordinary business hours, at the principal place of business of the corporation. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is held solely by means of remote communication, the list shall also be open for inspection by any stockholder during the whole time of the meeting as provided by applicable law. Except as provided by applicable law, the stock ledger of the corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger and the list of stockholders or to vote in person or by proxy at any meeting of stockholders.

ARTICLE VIII.

GENERAL MATTERS

8.1    CHECKS

From time to time, the board of directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.

8.2    EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

The board of directors, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

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8.3    STOCK CERTIFICATES

The shares of a corporation shall be represented by certificates; provided that the board of directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the corporation by the chair or vice chair of the board of directors, or the president or vice president, and by the secretary or an assistant secretary, or the treasurer, if there be one, of such corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

8.4    SPECIAL DESIGNATION ON CERTIFICATES

If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the General Corporation Law of the State of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

8.5    LOST CERTIFICATES

Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and canceled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

8.6    CONSTRUCTION; DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the General Corporation Law of the State of Delaware shall govern the

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construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

8.7    DIVIDENDS

The directors of the corporation, subject to any restrictions contained in the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock pursuant to the General Corporation Law of the State of Delaware. Dividends may be paid in cash, in property or in shares of the corporation’s capital stock. The directors of the corporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies.

8.8    FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the board of directors and may be changed by the board of directors.

8.9    SEAL

The seal of the corporation, if any, shall be such as from time to time may be approved by the board of directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise, as may be prescribed by law or custom or by the board of directors.

8.10    TRANSFER OF STOCK

Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.

8.11    STOCK TRANSFER AGREEMENTS

The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of the State of Delaware.

8.12    REGISTERED STOCKHOLDERS

The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

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ARTICLE IX.

AMENDMENTS

9.1    AMENDMENTS

The original or other bylaws of the corporation may be adopted, amended or repealed by the holders of not less than 66-2/3% of the shares then entitled to vote at an election of directors; provided, however, that the corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors; and provided further, that any proposal by a stockholder to amend these bylaws will be subject to the provisions of ARTICLE II of these bylaws except as otherwise required by law. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power, to adopt, amend or repeal bylaws.

* * *

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EX-10.1

Exhibit 10.1

TAX MATTERS AGREEMENT

by and between

ADEIA INC.

and

XPERI INC.

Dated as of [•]

TABLE OF CONTENTS

		Page
Section 1.	Definition of Terms		2
Section 2.	Allocation of Tax Liabilities		9
Section 2.01	General Rule		9
Section 2.02	Tax Year Ends		10
Section 3.	Preparation and Filing of Tax Returns		10
Section 3.01	General		10
Section 3.02	Responsibility for Preparation and Filing		10
Section 3.03	Tax Reporting Practices		10
Section 3.04	Consolidated or Combined Tax Returns		10
Section 3.05	Right to Review Tax Returns.		10
Section 3.06	Refunds, Carrybacks, and Amended Tax Returns		11
Section 3.07	Apportionment of Tax Attributes		12
Section 4.	Indemnification Payments		13
Section 4.01	Indemnification Payments		13
Section 5.	Tax Benefits.		14
Section 5.01	Realized Tax Benefits.		14
Section 5.02	Tax Benefit Payments.		14
Section 6.	Employment Tax Matters		14
Section 7.	Tax-Free Status		14
Section 7.01	Restrictions on Product SpinCo		14
Section 7.02	Restrictions on IP RemainCo		16
Section 7.03	Procedures Regarding Opinions and Rulings		16
Section 7.04	Liability for Distribution Tax-Related Losses		17
Section 8.	Assistance and Cooperation		18
Section 8.01	Assistance and Cooperation		18
Section 8.02	Income Tax Return Information		19
Section 8.03	Reliance by IP RemainCo		19
Section 8.04	Reliance by Product SpinCo		19
Section 8.05	Non-Performance.		20
Section 9.	Tax Records		20
Section 9.01	Retention of Tax Records		20
Section 9.02	Access to Tax Records		20
Section 9.03	Preservation of Privilege		20
Section 10.	Tax Contests		21
Section 10.01	Notice		21
Section 10.02	Control of Tax Contests		21
Section 11.	Effective Date		23
Section 12.	Survival of Obligations		23

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Section 13.	Treatment of Payments	23
Section 13.01	Treatment of Tax Indemnity and Tax Benefit Payments	23
Section 13.02	Tax Gross Up.	23
Section 14.	Disagreements	24
Section 14.01	Discussion	24
Section 14.02	Escalation	24
Section 14.03	Referral to Tax Advisor	24
Section 14.04	Injunctive Relief	24
Section 15.	Expenses.	25
Section 16.	General Provisions	25
Section 16.01	Complete Agreement; Construction	25
Section 16.02	Other Agreements	25
Section 16.03	Counterparts	25
Section 16.04	Survival or Agreement	25
Section 16.05	Notices	25
Section 16.06	Waivers	27
Section 16.07	Amendments	27
Section 16.08	Assignment	27
Section 16.09	Successors and Assigns	27
Section 16.10	Payment Terms	27
Section 16.11	No Circumvention	28
Section 16.12	Subsidiaries	28
Section 16.13	Third Party Beneficiaries	29
Section 16.14	Title and Headings	29
Section 16.15	Governing Law	29
Section 16.16	Specific Performance	29
Section 16.17	Severability	29
Section 16.18	No Duplication; No Double Recovery	29
Section 16.19	Further Action	30

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TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “Agreement”) is dated as of [•], by and between Adeia Inc. (f/k/a Xperi Holding Corporation), a Delaware corporation (“IP RemainCo”), and Xperi Inc. (f/k/a TiVo Product HoldCo Corporation), a Delaware corporation (“Product SpinCo”). Each of IP RemainCo and Product SpinCo is sometimes referred to herein as a “Party” and collectively, as the “Parties.”

RECITALS

WHEREAS, IP RemainCo, acting through its direct and indirect Subsidiaries, currently conducts (a) the Product Business, and (b) the IP Business;

WHEREAS, the Board has determined that it is appropriate, desirable, and in the best interests of IP RemainCo and its stockholders to separate IP RemainCo into two separate, publicly traded companies, one for each of (a) the Product Business, which shall be owned and conducted, directly or indirectly, by Product SpinCo, and (b) the IP Business, which shall be owned and conducted, directly or indirectly, by IP RemainCo;

WHEREAS, in order to effect such separation, the Board has determined that it is appropriate, desirable, and in the best interests of IP RemainCo and its stockholders (a) to enter into a series of transactions whereby (i) IP RemainCo and/or one or more members of the IP RemainCo Group will, collectively, own all of the IP Assets, assume (or retain) all of the IP Liabilities, and, except as provided in any Ancillary Agreement, operate the IP Business, and (ii) Product SpinCo and/or one or more members of the Product SpinCo Group will, collectively, own all of the Product Assets, assume (or retain) all of the Product Liabilities and, except as provided in any Ancillary Agreement, operate the Product Business, and (b) for IP RemainCo to distribute to the holders of IP RemainCo Common Stock by way of a pro rata dividend (in each case without consideration being paid by such stockholders) all of the then issued and outstanding shares of Product SpinCo Common Stock (the “Distribution”), in each case upon the terms and subject to the conditions set forth in the Separation and Distribution Agreement by and between IP RemainCo and Product SpinCo, dated as of the date hereof (the “Separation Agreement”);

WHEREAS, in order to effect such separation, the Board has determined that it is appropriate, desirable, and in the best interests of IP RemainCo and its stockholders for IP RemainCo to undertake the Internal Reorganization and Business Realignment;

WHEREAS, as of the date hereof, IP RemainCo is the common parent of an affiliated group of corporations (including Product SpinCo) which has elected to file consolidated U.S. federal income tax returns;

WHEREAS, it is the intention of the Parties that the Contribution and the Distribution, taken together, will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Section 355 and Section 368(a)(1)(D) of the Code;

WHEREAS, the Parties desire to provide for and agree upon the allocation between the Parties and their respective Groups of liabilities, and entitlements to refunds thereof, for certain Taxes arising prior to, at the time of, and subsequent to the Distribution, and to provide for and agree upon other matters relating to Taxes and to set forth certain covenants and indemnities relating to the preservation of the intended tax treatment of the Contribution and the Distribution and certain transactions effected pursuant to the Internal Reorganization and Business Realignment;

NOW THEREFORE, in consideration of the mutual agreements contained herein, the parties hereby agree as follows:

Section 1. Definition of Terms. For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings, and capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Separation Agreement:

“Active Trade or Business” means, (a) with respect to Product SpinCo, the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations thereunder) of the TiVo Product Business (as defined in the IRS Ruling Request) as conducted immediately prior to the Distribution, or, with respect to another Tax-Free Separation Transaction intended to qualify as tax-free pursuant to Section 355 of the Code or analogous provisions of state or local law, the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations thereunder) by the relevant member of the Product SpinCo Group immediately prior to such Tax-Free Separation Transaction of the business on which such entity relied for purposes of satisfying the requirements of Section 355(b) of the Code, and (b) with respect to IP RemainCo, the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations thereunder) of the Rovi Guides IP Business (as defined in the IRS Ruling Request) as conducted immediately prior to the Distribution, or, with respect to another Tax-Free Separation Transaction intended to qualify as tax-free pursuant to Section 355 of the Code or analogous provisions of state or local law, the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations thereunder) by the relevant member of the IP RemainCo Group immediately prior to such Tax-Free Separation Transaction of the business on which such member relied for purposes of satisfying the requirements of Section 355(b) of the Code.

“Affiliate” has the meaning set forth in the Separation Agreement.

“Agreement” means this Tax Matters Agreement.

“Board” has the meaning set forth in the Separation Agreement.

“Business Day” has the meaning set forth in the Separation Agreement.

“Capital Stock” means all classes or series of capital stock of a Party or a member of a Party’s Group, including (a) common stock, (b) all options, warrants and other rights to acquire such capital stock, and (c) all instruments properly treated as stock in for U.S. federal income tax purposes.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

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“Consolidated Return” means an IP RemainCo Consolidated Return or a Product SpinCo Consolidated Return, as the case may be.

“Contribution” has the meaning set forth in the Separation Agreement.

“Controlling Party” has the meaning set forth in Section 10.02(a) of this Agreement.

“DGCL” means the Delaware General Corporation Law.

“Dispute” has the meaning set forth in Section 14.01 of this Agreement.

“Distribution” has the meaning set forth in the recitals hereto.

“Distribution Date” has the meaning set forth in the Separation Agreement.

“Distribution Taxes” means any and all Taxes (a) required to be paid by or imposed on a Party or any of its Affiliates resulting from, or directly arising in connection with, the failure of the Contribution and the Distribution, taken together, to qualify as a reorganization described in Sections 355(a) and 368(a)(1)(D) of the Code, (b) required to be paid by or imposed on a Party or any of its Affiliates resulting from, or directly arising in connection with, the failure of the stock distributed in the Distribution to constitute “qualified property” for purposes of Sections 355(d), 355(e), and 361(c) of the Code (or any corresponding provision of the Tax Laws of other jurisdictions), or (c) required to be paid by or imposed on a Party or any of its Affiliates resulting from the failure of any Tax-Free Separation Transaction to qualify for its intended tax treatment as described in the IRS Ruling.

“Distribution Tax-Related Losses” means (a) all Distribution Taxes imposed pursuant to any Final Determination, and (b) all reasonable out-of-pocket accounting, legal, and other professional fees and court costs incurred in connection with such Distribution Taxes.

“Employee Matters Agreement” has the meaning set forth in the Separation Agreement.

“Employment Tax” means any Tax the liability or responsibility for which is allocated pursuant to the Employee Matters Agreement.

“Fifty-Percent or Greater Interest” has the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code.

“Final Determination” shall have the meaning given to the term “determination” by Section 1313 of the Code with respect to U.S. federal Tax matters and with respect to non-U.S., state, and local Tax matters Final Determination shall mean any final settlement with a relevant Taxing Authority that does not provide a right to appeal or any final decision by a court with respect to which no timely appeal is pending and as to which the time for filing such appeal has expired.

“Group” has the meaning set forth in the Separation Agreement.

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“Internal Reorganization and Business Realignment” has the meaning set forth in the Separation Agreement.

“IP Assets” has the meaning set forth in the Separation Agreement.

“IP Business” has the meaning set forth in the Separation Agreement.

“IP Liabilities” has the meaning set forth in the Separation Agreement.

“IP RemainCo” has the meaning provided in the first sentence of this Agreement.

“IP RemainCo Common Stock” has the meaning set forth in the Separation Agreement.

“IP RemainCo Consolidated Return” means any U.S. federal consolidated income Tax Return required to be filed by IP RemainCo as the “common parent” of an “affiliated group” (in each case, within the meaning of Section 1504 of the Code), and any consolidated, combined, unitary, or similar income Tax Return required to be filed by IP RemainCo or a member of the IP RemainCo Group as common parent (or analogous concept) under a similar or analogous provision of state, local, or non-U.S. Tax Law.

“IP RemainCo Group” has the meaning set forth in the Separation Agreement.

“IP RemainCo Tainting Act” means (a) any action (or the failure to take any action) within the control of IP RemainCo or any member of the IP RemainCo Group (including entering into any agreement, understanding, or arrangement or any negotiations with respect to any transaction or series of transactions) that, (b) any event (or series of events) involving the Capital Stock of IP RemainCo or another member of the IP RemainCo Group that, or (c) any breach by IP RemainCo or any member of the IP RemainCo Group of any representation, warranty, or covenant made by them in this Agreement, the Separation Agreement, any Ancillary Agreement, or any Representation Letter that, in each case, would affect the Tax-Free Status or otherwise cause a Tax-Free Separation Transaction to fail to qualify for its intended tax treatment as described in the IRS Ruling.

“IP RemainCo Taxes” means, without duplication, (a) any Taxes required to be paid by IP RemainCo or a member of the IP RemainCo Group on or after the Distribution Date (including any Taxes imposed due to an adjustment of Taxes due and payable prior to the Distribution Date), (b) any Taxes required to be paid with respect to a Consolidated Return for any Pre-Distribution Period, and (c) any Taxes attributable to an IP RemainCo Tainting Act, in the case of each of clauses (a), (b) and (c), other than Taxes that would not have been incurred but for a Product SpinCo Tainting Act.

“IRS” means the Internal Revenue Service.

“IRS Ruling” means the private letter ruling, dated April 8, 2021, issued by the IRS to IP RemainCo in connection with the Contribution, Distribution, and certain Separation Transactions, and any amendment or supplement to such ruling.

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“IRS Ruling Request” means the letter filed by IP RemainCo with the IRS on October 12, 2020, as supplemented through the Distribution Date, requesting a ruling (which was ultimately issued as the IRS Ruling) regarding certain tax consequences of the Contribution, Distribution, and Separation Transactions (including all attachments, exhibits, and other materials submitted with such ruling request letter) and any amendment or supplement to such ruling request letter.

“Merger” means the combination of TiVo and Xperi under IP RemainCo on June 1, 2020.

“Mid-Term Applicable Federal Rate” means the applicable federal rate as set forth in Section 1274(d) of the Code for obligations with maturities of more than three (3) years but not more than nine (9) years, as published from time to time.

“Non-Controlling Party” has the meaning set forth in Section 10.02(b) of this Agreement.

“Payor” has the meaning set forth in Section 4.01(a) of this Agreement.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity or any department, agency, or political subdivision thereof, without regard to whether any entity is treated as disregarded for U.S. federal income tax purposes.

“Post-Distribution Period” means any Tax Period beginning after the Distribution Date and, in the case of any Straddle Period, the portion of such Tax Period beginning on the day after the Distribution Date.

“Pre-Distribution Period” means any Tax Period ending on or before the Distribution Date and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Distribution Date.

“Preliminary Tax Advisor” has the meaning set forth in Section 14.03 of this Agreement.

“Privilege” means any privilege that may be asserted under applicable law, including any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege, and any privilege relating to internal evaluation processes.

“Product Assets” has the meaning set forth in the Separation Agreement.

“Product Business” has the meaning set forth in the Separation Agreement.

“Product Liabilities” has the meaning set forth in the Separation Agreement.

“Product SpinCo” has the meaning provided in the first sentence of this Agreement.

“Product SpinCo Common Stock” has the meaning set forth in the Separation Agreement.

“Product SpinCo Consolidated Return” means any consolidated, combined, unitary, or similar income Tax Return required to be filed by Product SpinCo or a member of the Product SpinCo Group as common parent (or analogous concept) under a similar or analogous provision of state, local, or non-U.S. Law.

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“Product SpinCo Group” has the meaning set forth in the Separation Agreement.

“Product SpinCo Tainting Act” means (a) any action (or the failure to take any action) within its control by Product SpinCo or any member of the Product SpinCo Group (including entering into any agreement, understanding, or arrangement or any negotiations with respect to any transaction or series of transactions) that, (b) any event (or series of events) involving the Capital Stock of Product SpinCo or another member of the Product SpinCo Group that, or (c) any breach by Product SpinCo or any member of the Product SpinCo Group of any representation, warranty, or covenant made by them in this Agreement, the Separation Agreement, any Ancillary Agreement, or any Representation Letter that, in each case, would affect the Tax-Free Status or otherwise cause a Tax-Free Separation Transaction to fail to qualify for its intended tax treatment as described in the IRS Ruling.

“Product SpinCo Taxes” means, without duplication, (a) any Taxes required to be paid by Product SpinCo or a member of the Product SpinCo Group on or after the Distribution Date (including any Taxes imposed due to an adjustment of Taxes due and payable prior to the Distribution Date), and (b) any Taxes attributable to a Product SpinCo Tainting Act, in the case of each of clauses (a) and (b), other than Taxes that would not have been incurred but for an IP RemainCo Tainting Act.

“Proposed Acquisition Transaction” means a transaction or series of transactions (or any agreement, understanding, or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by Product SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which Product SpinCo would merge or consolidate with any other Person or as a result of which any Person or any group of related Persons would (directly or indirectly) acquire, or have the right to acquire, from Product SpinCo and/or one or more holders of outstanding shares of Capital Stock of Product SpinCo, a number of shares of Capital Stock of Product SpinCo that, when combined with any other changes in ownership of Capital Stock of (a) Product SpinCo, (b) TiVo (prior to the Distribution, including in connection with the Merger), (c) IP RemainCo (prior to the Distribution, including in connection with the Merger), or (d) Xperi (prior to the Distribution, including in connection with the Merger), could reasonably be expected to cause the Distribution to be a taxable event to IP RemainCo as a result of the application of Section 355(e) of the Code, in each case taking into account the relevant rulings in the IRS Ruling. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by Product SpinCo of a shareholder rights plan or (ii) issuances by Product SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation. For purposes of this Agreement, this definition shall apply to any relevant member of the Product SpinCo Group other than Product SpinCo mutatis mutandis.

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“Refund” means any refund (or credit in lieu thereof) of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied to other Taxes payable), including any interest paid on or with respect to such refund of Taxes; provided, however, the amount of the refund of Taxes shall be net of any Taxes by any Taxing Authority on the receipt of the refund.

“Representation Letters” means the statements of facts and representations, officer’s certificates, representation letters, and any other materials (including, without limitation, the IRS Ruling Request and any related supplemental submissions to the IRS or other Taxing Authority) delivered or deliverable by IP RemainCo, its Affiliates, or representatives thereof in connection with the rendering by Tax Advisors, and/or the issuance by the IRS or other Taxing Authority, of the Tax Opinions/Rulings.

“Required Party” has the meaning set forth in Section 4.01(a) of this Agreement.

“Responsible Party” means, with respect to any Tax Return, the Party having responsibility for preparing and filing such Tax Return under this Agreement.

“Retention Date” has the meaning set forth in Section 9.01 of this Agreement.

“Ruling” means a ruling from the IRS substantially to the effect that, in respect of any action described in Section 7.01(c), such action will not affect (a) the Tax-Free Status, and/or (b) the intended Tax treatment of any applicable Tax-Free Separation Transaction.

“Separation Agreement” has the meaning set forth in the recitals hereto.

“Separation Transactions” means those transactions undertaken by the Parties and their Affiliates pursuant to the Internal Reorganization and Business Realignment.

“Straddle Period” means any Tax Period that begins before and ends after the Distribution Date.

“Subsidiary” has the meaning set forth in the Separation Agreement.

“Tax” or “Taxes” means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem, value added, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, escheat, alternative minimum, estimated, or other tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax), imposed by any governmental entity or political subdivision thereof, and any interest, penalty, additions to tax, or additional amounts in respect of the foregoing.

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“Tax Advisor” means a tax counsel or accountant, in each case of recognized national standing.

“Tax Attribute” means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit, research and development credit, or any other Tax Item that could reduce a Tax or create a Tax Benefit.

“Tax Benefit” means any refund, credit, or other reduction in otherwise required liability for Taxes.

“Tax Contest” means an audit, review, examination, or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).

“Tax-Free Separation Transactions” means those Separation Transactions that are described in the IRS Ruling as qualifying partially or wholly as tax-free for U.S. federal income tax purposes.

“Tax-Free Status” means the qualification of the Contribution and the Distribution, taken together, (a) as a reorganization described in Sections 355(a) and 368(a)(1)(D) of the Code, (b) as a transaction in which the stock distributed thereby is “qualified property” for purposes of Sections 355(d), 355(e), and 361(c) of the Code, and (c) as a transaction in which IP RemainCo, Product SpinCo, and the shareholders of IP RemainCo recognize no income or gain for U.S. federal income tax purposes pursuant to Sections 355, 361, and 1032 of the Code, other than, in the case of IP RemainCo and Product SpinCo, intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code.

“Tax Item” means any item of income, gain, loss, deduction, expense, or credit, or other attribute that may have the effect of increasing or decreasing any Tax.

“Tax Law” means the law of any governmental entity or political subdivision thereof relating to any Tax.

“Tax Opinions/Rulings” means the formal written opinions of Tax Advisors and/or the rulings by the IRS or other Taxing Authorities deliverable to IP RemainCo in connection with the Contribution and the Distribution or otherwise with respect to the Separation Transactions, including, for the avoidance of doubt, the IRS Ruling.

“Tax Period” means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

“Tax Records” means any (a) Tax Returns, (b) Tax Return workpapers, (c) documentation relating to any Tax Contests, and (d) any other books of account or records (whether or not in written, electronic or other tangible or intangible forms and whether or not stored on electronic or any other medium) required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Taxing Authority, in each case filed with respect to or otherwise relating to Taxes.

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“Tax Return” means any report of Taxes due, any claim for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document required to be filed under the Code or other Tax Law with respect to Taxes, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“Taxing Authority” means, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

“TiVo” means TiVo Corporation, a Delaware corporation, and any successor entity thereto (including, for the avoidance of doubt, [TiVo LLC], a Delaware limited liability company).

“Transfer Pricing Adjustment” means any proposed or actual allocation by a Taxing Authority of any Tax Item between or among any member of the IP RemainCo Group and any member of the Product SpinCo Group with respect to any Tax Period ending prior to or including the Distribution Date.

“Treasury Regulations” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

“Unqualified Tax Opinion” means an unqualified “will” opinion of a Tax Advisor, on which the Parties may rely substantially to the effect that a transaction will not (a) affect the Tax-Free Status, and/or (b) cause any Tax-Free Separation Transaction to fail to qualify for the intended tax treatment as described in the IRS Ruling. Any such opinion must assume that the Contribution and the Distribution, taken together, would have qualified for the Tax-Free Status and that other Tax-Free Separation Transactions would have qualified for the intended tax treatment as described in the IRS Ruling.

“Xperi” means Xperi Corporation, a Delaware corporation, and any successor entity thereto.

Section 2. Allocation of Tax Liabilities.

Section 2.01 General Rule.

(a) IP RemainCo Liability. IP RemainCo shall be liable for, and shall indemnify and hold harmless the Product SpinCo Group from and against (i) any liability for IP RemainCo Taxes, and (ii) any Distribution Tax-Related Losses for which IP RemainCo is responsible pursuant to Section 7.04.

(b) Product SpinCo Liability. Product SpinCo shall be liable for, and shall indemnify and hold harmless the IP RemainCo Group from and against (i) any liability for Product SpinCo Taxes, and (ii) any Distribution Tax-Related Losses for which Product SpinCo is responsible pursuant to Section 7.04.

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Section 2.02 Tax Year Ends. IP RemainCo and Product SpinCo shall take all actions necessary or appropriate to close the taxable year of Product SpinCo and each member of the Product SpinGo Group for all Tax purposes as of the close of the Distribution Date to the extent permissible or required under applicable Tax Law.

Section 3. Preparation and Filing of Tax Returns.

Section 3.01 General. Tax Returns shall be prepared and filed when due (including extensions) in accordance with this Section 3. The Parties shall provide, and shall cause their Affiliates to provide, assistance and cooperation to one another in accordance with Section 8 with respect to the preparation and filing of Tax Returns, including providing information required to be provided in Section 8.

Section 3.02 Responsibility for Preparation and Filing. IP RemainCo shall prepare and timely file, or cause to be prepared and timely filed, taking into account applicable extensions, all Consolidated Returns required to be filed with respect to or including a Pre-Distribution Period, and shall pay, or cause to be paid, all Taxes shown as due and payable on such Consolidated Returns. Except as set forth in the prior sentence, each Party shall prepare and timely file, or cause to be prepared and timely filed, taking into account applicable extensions, all Tax Returns required to be filed by such Party or any member of such Party’s Group under applicable Tax Law, and shall pay, or cause to be paid, all Taxes shown as due and payable on such Tax Returns.

Section 3.03 Tax Reporting Practices.

(a) General Rule. With respect to any Tax Return that either Party has the obligation and right to prepare and file, or cause to be prepared and filed, under Section 3.02, such Tax Return shall, to the extent consistent with applicable Tax Law, be prepared in accordance with past practices, accounting methods, elections, or conventions, to the extent such Tax Return may reasonably be expected to affect the Tax liability of the other Party or any member of the other Party’s Group.

(b) Reporting of Contribution, Distribution, and Tax-Free Separation Transactions. The Tax treatment reported on any Tax Return of (i) the Contribution and Distribution, taken together, and (ii) each Tax-Free Separation Transaction, shall be consistent with the treatment of such transaction as described in the IRS Ruling.

Section 3.04 Consolidated or Combined Tax Returns.

(a) Product SpinCo will elect and join, and will cause its applicable Affiliates to elect and join, in filing any consolidated, combined, or unitary Tax Returns that IP RemainCo determines in good faith are required to be filed by IP RemainCo under Section 3.02 with Product SpinCo and/or Affiliates of Product SpinCo. With respect to all Product SpinCo Consolidated Returns for the taxable year which includes the Distribution Date, Product SpinCo shall use (or cause to be used) the closing of the books method under Treasury Regulations Section 1.1502-76 (or analogous method under applicable state, local, or non-U.S. Tax Law).

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(b) IP RemainCo will elect and join, and will cause its applicable Affiliates to elect and join, in filing any consolidated, combined, or unitary Tax Returns that Product SpinCo determines in good faith are required to be filed by Product SpinCo under Section 3.02 with IP RemainCo and/or Affiliates of IP RemainCo. With respect to all IP RemainCo Consolidated Returns for the taxable year which includes the Distribution Date, IP RemainCo shall use (or cause to be used) the closing of the books method under Treasury Regulations Section 1.1502-76 (or analogous method under applicable state, local, or non-U.S. Tax Law).

Section 3.05 Right to Review Tax Returns.

(a) General. The Responsible Party with respect to any material Tax Return shall make the portion of such Tax Return and related workpapers which are relevant to the determination of the other Party’s rights or obligations under this Agreement available for review by the other Party, if requested, to the extent (i) such Tax Return relates to Taxes for which the requesting Party would reasonably be expected to be liable, (ii) the requesting Party would reasonably be expected to be liable in whole or in part for any additional Taxes owing as a result of adjustments to the amount of Taxes reported on such Tax Return, (iii) such Tax Return relates to Taxes for which the requesting Party would reasonably be expected to have a claim for Tax Benefits under this Agreement, or (iv) the requesting Party reasonably determines that it must inspect such Tax Return to confirm compliance with the terms of this Agreement. The Responsible Party shall use reasonable best efforts to (A) make such portion of such Tax Return available for review as required under this paragraph sufficiently in advance of the due date for filing of such Tax Return to provide the requesting Party with a meaningful opportunity to analyze and comment on such Tax Return, and (B) have such Tax Return modified before filing to address reasonable comments made by the requesting Party, taking into account the Party responsible for payment of the Tax (if any) reported on such Tax Return and whether the amount of Tax liability allocable to the requesting Party with respect to such Tax Return is material. The Parties shall use good faith efforts to resolve any issues arising out of the review of any Tax Returns.

(b) Material Tax Returns. For purposes of Section 3.05(a), a Tax Return is “material” if it could reasonably be expected to reflect (i) Tax liability equal to or in excess of $150,000 (ii) a credit or credits equal to or in excess of $150,000, or (iii) a loss or losses equal to or in excess of $600,000, in each case with respect to the requesting party.

Section 3.06 Refunds, Carrybacks, and Amended Tax Returns.

(a) Refunds. IP RemainCo shall be entitled to any Refund of Taxes for which IP RemainCo is liable hereunder, Product SpinCo shall be entitled to any Refund of Taxes for which Product SpinCo is liable hereunder, and a Party receiving a Refund to which the other Party is entitled hereunder shall pay over such Refund (net of any reasonable expenses incurred by the receiving Party in connection with the receipt of such Refund) to such other Party within twenty (20) Business Days after such refund is received. Each Party shall cooperate in good faith with any reasonable request to pursue any Refund to which either Party may be entitled under this Section 3.06(a).

(b) Carrybacks.

(i) Each Party shall be permitted (but not required) to carry back (or to cause its Affiliates to carry back) a Tax Attribute realized in a Post-Distribution Period to a Pre-Distribution Period only if such carryback cannot reasonably result in the other Party (or its Affiliates) being liable for additional Taxes. If a carryback could reasonably result in the other Party (or its Affiliates) being liable for additional Taxes, such carryback shall be permitted only if such other Party consents in writing to such carryback.

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(ii) Notwithstanding anything to the contrary in this Agreement, (A) any Party that has claimed (or caused one or more of its Affiliates to claim) a Tax Attribute carryback shall be liable for any Taxes that result from such carryback claim or that become due and payable as a result of the subsequent adjustment, if any, to the carryback claim, and (B) no Party shall be required to file, or cause to be filed, any Tax Return, including an amended Tax Return, affecting the carry back of a Tax Attribute realized in a Post-Distribution Period to a Pre-Distribution Period.

(iii) A Party shall be entitled to any Refund that is attributable to, and would not have arisen but for, a carryback of a Tax Attribute by such Party pursuant to the provisions set forth in this Section 3.06(b).

(c) Amended Tax Returns.

(i) Product SpinCo shall not file (or permit to be filed) any amended Tax Return for a member of the Product SpinCo Group that relates to a Pre-Distribution Period or any Tax Return that IP RemainCo has reviewed in connection with its rights under Section 3.05 without the prior written consent (not to be unreasonably withheld, conditioned, or delayed) of IP RemainCo.

(ii) IP RemainCo shall not file (or permit to be filed) any amended Tax Return that Product SpinCo has reviewed in connection with its rights under Section 3.05 without the prior written consent (not to be unreasonably withheld, conditioned, or delayed) of Product SpinCo.

Section 3.07 Apportionment of Tax Attributes.

(a) IP RemainCo shall use its best efforts, within ninety (90) Business Days following the close of the year of the Distribution, to advise Product SpinCo in writing of the proposed amount, if any, of any Tax Attributes that IP RemainCo reasonably determines shall be allocated or apportioned to the Product SpinCo Group under applicable Tax Law. Product SpinCo shall have sixty (60) Business Days to review and provide to IP RemainCo written comments on such allocation and apportionment after receipt thereof from IP RemainCo. The Tax departments of IP RemainCo and Product SpinCo shall negotiate in good faith to resolve any disagreements in respect of the allocation and apportionment within thirty (30) Business Days after IP RemainCo’s receipt of any such written comments from Product SpinCo. If any such disagreements cannot be resolved within such thirty (30) Business Day period, then such disagreements shall be resolved in accordance with the provisions of Section 14. If Product SpinCo does not submit written comments to IP RemainCo within Product SpinCo’s sixty (60) Business Day review and comment period described above, the allocation and apportionment of Tax Attributes as determined by IP RemainCo and delivered to Product SpinCo pursuant to the first sentence of this Section 3.07 shall be deemed final, and Product SpinCo agrees that it shall not dispute such allocation and apportionment. Notwithstanding anything to the contrary contained herein, IP RemainCo shall bear no liability to Product SpinCo for determinations made by IP RemainCo pursuant to this Section 3.07(a) if any such determination shall be found or asserted to be inaccurate.

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(b) In the event there is an adjustment to any Tax Attributes reflected on a Tax Return relating to a Pre-Distribution Period that affects the apportionment or allocation of Tax Attributes as finally determined under Section 3.07(a), the Party whose Group made such adjustment (or is party to a Tax Contest resulting in such adjustment) shall promptly notify the other Party of such adjustment, and the allocation and apportionment of Tax Attributes as finally determined under Section 3.07(a) shall be updated to take into account such adjustment.

(c) IP RemainCo shall, and shall cause all members of the IP RemainCo Group to, and Product SpinCo shall, and shall cause all members of the Product SpinCo Group to, prepare and file all Tax Returns in accordance with the allocation and apportionment of Tax Attributes as finally determined under Section 3.07(a), and adjusted (if applicable) under Section 3.07(b), unless otherwise required pursuant to a Final Determination.

Section 4. Indemnification Payments.

Section 4.01 Indemnification Payments.

(a) If any Party (the “Payor”) or any Affiliate of the Payor is required under applicable Tax Law to pay to a Taxing Authority a Tax that the other Party (the “Required Party”) is liable for under this Agreement, the Payor shall provide notice to the Required Party for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Such Required Party shall have a period of thirty (30) days after the receipt of notice to respond thereto. Unless the Required Party disputes the amount it is liable for under this Agreement within the thirty (30) day period described in the preceding sentence, the Required Party shall reimburse the Payor within sixty (60) Business Days of delivery by the Payor of the notice described above. To the extent the Required Party does not agree with the amount the Payor claims the Required Party is liable for under this Agreement, the dispute shall be resolved in accordance with Section 14.

(b) Any Tax indemnity payment required to be made by the Required Party pursuant to this Agreement shall be reduced by any corresponding Tax Benefit payment required to be made to the Required Party by the other Party pursuant to Section 5. For the avoidance of doubt, a Tax Benefit realized is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is attributable to the same Tax Item (or adjustment of such Tax Item pursuant to a Final Determination) that gave rise to the Tax indemnity payment.

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(c) All indemnification payments under this Agreement shall be made by IP RemainCo directly to Product SpinCo and by Product SpinCo directly to IP RemainCo; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the IP RemainCo Group, on the one hand, may make such indemnification payment to any member of the Product SpinCo Group, on the other hand, and vice versa. Notwithstanding the prior sentence, all indemnification payments shall be treated in the manner described in Section 13.

Section 5. Tax Benefits.

Section 5.01 Realized Tax Benefits. If a member of the Product SpinCo Group realizes any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the IP RemainCo Group is liable hereunder or under the Employee Matters Agreement, or if a member of the IP RemainCo Group realizes any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Product SpinCo Group is liable hereunder or under the Employee Matters Agreement, Product SpinCo or IP RemainCo, as the case may be, shall make a payment to the other Party within one hundred twenty (120) Business Days following such realization of the Tax Benefit, in an amount equal to such Tax Benefit. For the avoidance of doubt, if such Tax Benefit results in the reduction of an indemnity payment pursuant to Section 4.01(b), no payment shall be required under this Section 5 to the extent the Required Party reduced its Tax indemnity payment under Section 4.01(b).

Section 5.02 Tax Benefit Payments. No later than ninety (90) Business Days after a Tax Benefit described in Section 5.01 is realized by a member of the IP RemainCo Group or a member of the Product SpinCo Group, IP RemainCo (if a member of the IP RemainCo Group realizes such Tax Benefit) or Product SpinCo (if a member of the Product SpinCo Group realizes such Tax Benefit) shall provide the other Party with notice of the amount payable to such other Party by IP RemainCo or Product SpinCo pursuant to this Section 5, together with a written calculation supporting such amount. In the event that IP RemainCo or Product SpinCo disagrees with any such calculation described in this Section 5.02, IP RemainCo or Product SpinCo shall so notify the other Party in writing within thirty (30) Business Days of receiving such written calculation. IP RemainCo and Product SpinCo shall endeavor in good faith to resolve such disagreement and the amount payable under this Section 5 shall be determined in accordance with the disagreement resolution provisions of Section 14 as promptly as practicable.

Section 6. Employment Tax Matters. Notwithstanding anything contained herein to the contrary, the Employee Matters Agreement shall govern with respect to the allocation of (a) liability for Employment Taxes and related Tax reporting and withholding obligations, and (b) Tax Items allocated pursuant to the Employee Matters Agreement.

Section 7. Tax-Free Status.

Section 7.01 Restrictions on Product SpinCo.

(a) Product SpinCo agrees that it will not take or fail to take, or permit any Affiliate to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant, or representation in any Representation Letter or Tax Opinion/Ruling. Product SpinCo agrees that it will not take or fail to take, or permit any Affiliate to take or fail to take, any action which could reasonably be expected to adversely affect (i) the Tax-Free Status, or (ii) the intended Tax treatment of any Tax-Free Separation Transaction.

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(b) Product SpinCo agrees that, from the date hereof until the first Business Day after the two-year anniversary of the Distribution Date, it will (i) maintain its status as a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) of the Code, (ii) not engage in any transaction that would result in it ceasing to be a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) of the Code, (iii) cause each Affiliate whose Active Trade or Business is relied upon in the Tax Opinions/Rulings for purposes of qualifying a Tax-Free Separation Transaction as tax-free pursuant to Section 355 of the Code or other Tax Law to maintain its status as a company engaged in such Active Trade or Business for purposes of Section 355(b)(2) of the Code and any such other applicable Tax Law, (iv) not engage in any transaction or permit any Affiliate to engage in any transaction that would result in an Affiliate described in clause (iii) hereof ceasing to be a company engaged in the relevant Active Trade or Business for purposes of Section 355(b)(2) or such other applicable Tax Law, taking into account Section 355(b)(3) of the Code for purposes of clauses (i) through (iv) hereof, and (v) not dispose of or permit an Affiliate to dispose of, directly or indirectly, any interest in an Affiliate described in clause (iii) hereof or permit any such Affiliate to make or revoke any election under Treasury Regulations Section 301.7701-3.

(c) Product SpinCo agrees that, from the date hereof until the first Business Day after the two-year anniversary of the Distribution Date, it will not and will not permit any Affiliate described in clause (iii) of Section 7.01(b), to (i) enter into any Proposed Acquisition Transaction or, to the extent Product SpinCo has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur (whether by (A) redeeming rights under a shareholder rights plan, (B) finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction, (C) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the DGCL or any similar corporate statute, any “fair price” or other provision of its charter or bylaws, (D) amending its certificate of incorporation to declassify its Board of Directors or approving any such amendment, or (E) otherwise), (ii) merge or consolidate with any other Person or liquidate or partially liquidate, (iii) in a single transaction or series of transactions sell or transfer (other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the assets that were transferred (or deemed to be transferred for U.S. federal income tax purposes) to Product SpinCo pursuant to the Contribution or sell or transfer 25% or more of the gross assets of any Active Trade or Business or 25% or more of the consolidated gross assets of Product SpinCo and its Affiliates (such percentages to be measured based on fair market value as of the initial Distribution Date), (iv) redeem or otherwise repurchase (directly or through an Affiliate) any of its stock, or rights to acquire stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of its Capital Stock (including, without limitation, through the conversion of one class of its Capital Stock into another class of its Capital Stock), or (vi) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Representation Letters or the Tax Opinions/Rulings) which in the aggregate (and taking into account (x) any other transactions described in this Section 7.01(c), and (y) the Merger) would be reasonably likely to have the effect of causing or permitting one or more persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in Product SpinCo or otherwise jeopardize the Tax-Free Status, unless prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) Product SpinCo shall have (I) requested and obtained from IP RemainCo consent to obtain a Ruling in accordance with Section 7.03, and (II) received such Ruling in form and substance reasonably satisfactory to IP RemainCo, (B) Product SpinCo shall have provided to IP RemainCo an Unqualified Tax Opinion in form and substance reasonably satisfactory to IP RemainCo, or (C) IP RemainCo shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion. In determining whether a Ruling or Unqualified Tax Opinion is satisfactory, IP RemainCo may consider, among other factors, the appropriateness of any underlying assumptions, representations, or covenants used as a basis for the Ruling or Unqualified Tax Opinion and the views on the substantive merit. Product SpinCo shall bear all costs and expenses of securing any such Ruling or Unqualified Tax Opinion and shall reimburse IP RemainCo for all reasonable out-of-pocket costs and expenses that IP RemainCo may incur in seeking to obtain or evaluate any such Ruling or Unqualified Tax Opinion. For the avoidance of doubt, the presence of such a Ruling or Unqualified Tax Opinion, or the waiver by IP RemainCo of the requirement to obtain a Ruling or Unqualified Tax Opinion, shall not relieve Product SpinCo from any indemnification obligations otherwise present under this Agreement.

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Section 7.02 Restrictions on IP RemainCo. IP RemainCo agrees that it will not take or fail to take, or permit any Affiliate to take or fail to take, any action (a) where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in any Representation Letter or Tax Opinion/Ruling, or (b) which adversely affects or could reasonably be expected to adversely affect (i) the Tax-Free Status, or (ii) the intended Tax treatment of any Tax-Free Separation Transaction; provided, however, that this Section 7.02 shall not be construed as obligating IP RemainCo to consummate the Distribution nor shall it be construed as preventing IP RemainCo from terminating the Separation Agreement pursuant to the terms thereof.

Section 7.03 Procedures Regarding Opinions and Rulings. If Product SpinCo notifies IP RemainCo that it desires to take one of the actions described in clauses (i) through (vi) of Section 7.01(c), IP RemainCo and Product SpinCo shall reasonably cooperate to attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 7.01(c), unless IP RemainCo shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion. If such a Ruling is to be sought, Product SpinCo shall apply for such Ruling and IP RemainCo shall jointly control the process of obtaining such Ruling. IP RemainCo shall take any and all actions reasonably requested by Product SpinCo in connection with obtaining such Ruling or Unqualified Tax Opinion (including by making any representation or reasonable covenant or providing any materials requested by the IRS in connection with such Ruling or the Tax Advisor issuing such Unqualified Tax Opinion); provided, that IP RemainCo shall not be required to make (or cause any of its Affiliates to make) any representation or covenant that is untrue or inconsistent with historical facts, or as to future matters or events over which it has no control (in each case, as determined by IP RemainCo in its reasonable discretion). In no event shall Product SpinCo be permitted to file any request for a Ruling under this Section 7.03 unless IP RemainCo has approved such request (such approval not to be unreasonably withheld, conditioned, or delayed). Product SpinCo shall reimburse IP RemainCo for all reasonable costs and expenses incurred by IP RemainCo and its Affiliates in obtaining or seeking to obtain a Ruling or Unqualified Tax Opinion requested by Product SpinCo within ten (10) Business Days after receiving an invoice from IP RemainCo therefor.

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Section 7.04 Liability for Distribution Tax-Related Losses.

(a) In the event that Distribution Taxes become due and payable to a Taxing Authority pursuant to a Final Determination, then, notwithstanding anything to the contrary in this Agreement:

(i) if such Distribution Taxes are attributable to an IP RemainCo Tainting Act, then IP RemainCo shall be responsible for any Distribution Tax-Related Losses arising out of such Distribution Taxes;

(ii) if such Distribution Taxes are attributable to a Product SpinCo Tainting Act, then Product SpinCo shall be responsible for any Distribution Tax-Related Losses arising out of such Distribution Taxes;

(iii) if such Distribution Taxes are attributable to both an IP RemainCo Tainting Act and a Product SpinCo Tainting Act, responsibility for any Distribution Tax-Related Losses arising out of such Distribution Taxes shall be allocated between IP RemainCo and Product SpinCo according to relative fault; provided, however, that if such Distribution Taxes result from the application of Section 355(e) of the Code to the Distribution or any Tax-Free Separation Transaction intended to be tax-free under Section 355 of the Code, (A) IP RemainCo shall be 100% responsible for any Distribution Tax-Related Losses if an IP RemainCo Tainting Act causes such application of Section 355(e) of the Code and a Product SpinCo Tainting Act does not cause such application of Section 355(e) of the Code, and (B) Product SpinCo shall be 100% responsible for any Distribution Tax-Related Losses if a Product SpinCo Tainting Act causes such application of Section 355(e) of the Code and an IP RemainCo Tainting Act does not cause such application of Section 355(e) of the Code; and

(iv) if such Distribution Taxes are not attributable to an IP RemainCo Tainting Act or a Product SpinCo Tainting Act, then responsibility for any Distribution Tax-Related Losses arising out of such Distribution Taxes shall be shared by IP RemainCo and Product SpinCo in accordance with IP RemainCo’s and Product SpinCo’s relative market capitalizations as of the Distribution Date (determined based on the average trading prices of IP RemainCo and Product SpinCo during the ten trading days beginning on the Distribution Date).

(b) For purposes of calculating the amount and timing of any Distribution Tax-Related Loss for which a Party is responsible under Section 7.04(b), Distribution Tax-Related Losses shall be calculated by assuming that the Party incurring such Losses, such Party’s affiliated group (within the meaning of Section 1504 of the Code), and each member of such Party’s Group (i) pay Tax at the highest marginal corporate Tax rates in effect in each relevant taxable year, and (ii) have no Tax Attributes in any relevant year.

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Section 8. Assistance and Cooperation.

Section 8.01 Assistance and Cooperation.

(a) [The Parties shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Parties and their Affiliates including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any Refund, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to the other Party and its Affiliates available to such other Party as provided in Section 9. Each of the Parties shall also make available to the other, as reasonably requested and available, personnel (including officers, directors, employees, and agents of the Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a member of the IP RemainCo Group, on the one hand, or a member of the Product SpinCo Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Parties shall cooperate pursuant to this Section 8 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. Product SpinCo shall cooperate with IP RemainCo and take any and all actions reasonably requested by IP RemainCo in connection with obtaining and maintaining the effectiveness of the Tax Opinions/Rulings (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant, or providing any materials or information requested by any Tax Advisor or Taxing Authority); provided, that, Product SpinCo shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control. The requesting Party shall reimburse the other Party for all third-party and reasonable costs and expenses, including $[•] per hour for expenses relating to the utilization of the other Group’s personnel, incurred by the cooperating Group in complying with this Section 8.01(a) within ten (10) Business Days after receiving an invoice from the cooperating Party therefor; provided, that, neither Party shall be required to reimburse the other for such personnel expenses except to the extent that the aggregate amount of such cooperating Group personnel expenses exceeds $[•] or the aggregate time spent by the cooperating Group personnel in connection with such cooperation exceeds [•] hours. The Transition Services Agreement, dated as of [•], by and between IP RemainCo and Product SpinCo, and the schedules thereto, shall govern the payment for inter-Group support and services in respect of Tax items expressly provided for therein, and the preceding sentence shall not apply with respect to such Tax items.]

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(b) Any information or documents provided under this Section 8 shall be kept confidential by the Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither IP RemainCo nor any Affiliate of IP RemainCo shall be required to provide Product SpinCo or any Affiliate of Product SpinCo or any other Person access to or copies of any information, documents, or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate to Product SpinCo, the business or assets of Product SpinCo, or any Affiliate of Product SpinCo, and (ii) in no event shall IP RemainCo or any Affiliate of IP RemainCo be required to provide Product SpinCo, any Affiliate of Product SpinCo, or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that either Party determines that the provision of any information or documents to the other Party or any Affiliate thereof could be commercially detrimental, violate any law or agreement, or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with its obligations under this Section 8 in a manner that avoids any such harm or consequence.

Section 8.02 Income Tax Return Information. IP RemainCo and Product SpinCo acknowledge that time is of the essence in relation to any request for information, assistance, or cooperation made by IP RemainCo or Product SpinCo pursuant to Section 8.01 or this Section 8.02. IP RemainCo and Product SpinCo acknowledge that failure to conform to the reasonable deadlines set by IP RemainCo or Product SpinCo could cause irreparable harm. Each Party shall provide to the other Party information and documents relating to its Group required by the other Party to prepare Tax Returns, including, but not limited to, any pro forma returns required by the Responsible Party for purposes of preparing such Tax Returns. Any information or documents the Responsible Party requires to prepare such Tax Returns shall be provided in such form as the Responsible Party reasonably requests and at or prior to the time reasonably specified by the Responsible Party so as to enable the Responsible Party to file such Tax Returns on a timely basis.

Section 8.03 Reliance by IP RemainCo. If any member of the Product SpinCo Group supplies information to a member of the IP RemainCo Group in connection with a Tax liability and an officer of a member of the IP RemainCo Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the IP RemainCo Group identifying the information being so relied upon, the chief financial officer of Product SpinCo (or any officer of Product SpinCo as designated by the chief financial officer of Product SpinCo) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete.

Section 8.04 Reliance by Product SpinCo. If any member of the IP RemainCo Group supplies information to a member of the Product SpinCo Group in connection with a Tax liability and an officer of a member of the Product SpinCo Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the Product SpinCo Group identifying the information being so relied upon, the chief financial officer of IP RemainCo (or any officer of IP RemainCo as designated by the chief financial officer of IP RemainCo) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete.

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Section 8.05 Non-Performance. If a Party (or any of its Affiliates) fails to comply with any of its obligations set forth in this Section 8 upon reasonable request and notice by the other Party (or any of its Affiliates) and such failure results in the imposition of additional Taxes, the non-performing Party shall be liable in full for such additional Taxes.

Section 9. Tax Records.

Section 9.01 Retention of Tax Records. Each Party shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and IP RemainCo shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (a) the expiration of any applicable statutes of limitations, or (b) seven years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other Party. If, prior to the Retention Date, a Party reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Section 9.02 Access to Tax Records. The Parties and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records (and, for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession and shall permit the other Party and its Affiliates, authorized agents and representatives and any representative of a Taxing Authority or other Tax auditor direct access, at the cost and expense of such other Party, during normal business hours upon reasonable notice to any computer program or information technology system used to access or store any Tax Records, in each case to the extent reasonably required by the other Party in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items under this Agreement.

Section 9.03 Preservation of Privilege. Neither Party shall (or permit any Affiliate to) provide access to, copies of, or otherwise disclose to any Person any documentation relating to Taxes existing prior to the Distribution Date to which Privilege may reasonably be asserted without the prior written consent of the other Party, such consent not to be unreasonably withheld.

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Section 10. Tax Contests.

Section 10.01 Notice. Each of the Parties shall provide prompt notice to the other Party of any written communication from a Taxing Authority regarding any pending Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware related to Taxes for Tax Periods for which it is indemnified by the other Party hereunder or for which it may be required to indemnify the other Party hereunder. Such notice shall attach copies of the pertinent portion of any written communication from a Taxing Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Taxing Authority in respect of any such matters. If a Party has knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified hereunder and such Party fails to give the indemnifying Party prompt notice of such asserted Tax liability and the indemnifying Party is entitled under this Agreement to contest the asserted Tax liability, then (a) if the indemnifying Party is precluded from contesting the asserted Tax liability in any forum as a result of the failure to give prompt notice, the indemnifying Party shall have no obligation to indemnify the indemnified Party for any Taxes arising out of such asserted Tax liability, and (b) if the indemnifying Party is not precluded from contesting the asserted Tax liability in any forum, but such failure to give prompt notice results in a material monetary detriment to the indemnifying Party, then any amount which the indemnifying Party is otherwise required to pay the indemnified Party pursuant to this Agreement shall be reduced by the amount of such detriment.

Section 10.02 Control of Tax Contests.

(a) Controlling Party. In the case of any Tax Contest with respect to any Tax Return, the Party that would be primarily liable under this Agreement to pay the applicable Taxing Authority the Taxes resulting from such Tax Contest shall administer and control such Tax Contest (the “Controlling Party”). Notwithstanding the previous sentence, in the case of any Tax Contest with respect to the Tax-Free Status or the tax treatment of any Tax-Free Separation Transaction, IP RemainCo shall be the Controlling Party; provided, however, that if Product SpinCo may reasonably be expected to become liable to make any indemnification payment under this Agreement in connection with the resolution of such Tax Contest, Product SpinCo shall have the right to jointly control the Tax Contest to the extent relating to Taxes for which Product SpinCo may reasonably be expected to indemnify under this Agreement, and IP RemainCo shall not settle any such Tax Contest without the prior written consent of Product SpinCo (not to be unreasonably withheld, conditioned, or delayed) to the extent such settlement relates to Taxes for which Product SpinCo may reasonably be expected to indemnify under this Agreement.

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(b) Information Rights. Unless waived by the Parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the other non-controlling Party (the “Non-Controlling Party”) may reasonably be expected to become liable to make any indemnification payment (or any payment under Section 5) to the Controlling Party under this Agreement: (i) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (ii) the Controlling Party shall provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Taxing Authority; (iii) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Taxing Authority or judicial authority in connection with such potential adjustment in such Tax Contest; (iv) the Controlling Party shall consult with the Non-Controlling Party (including, without limitation, regarding the use of outside advisors to assist with the Tax Contest) and offer the Non-Controlling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest; and (v) the Controlling Party shall defend such Tax Contest diligently and in good faith.

(c) Tax Contest Participation. Unless waived by the Parties in writing, the Controlling Party shall provide the Non-Controlling Party with written notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any formally scheduled meetings with Taxing Authorities or hearings or proceedings before any judicial authorities in connection with any potential adjustment in a Tax Contest pursuant to which the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment (or any payment under Section 5) to the Controlling Party under this Agreement. The failure of the Controlling Party to provide any notice specified in this Section 10.02(c) to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

(d) Power of Attorney. Each member of the Product SpinCo Group shall execute and deliver to IP RemainCo (or such member of the IP RemainCo Group as IP RemainCo shall designate) any power of attorney or other similar document reasonably requested by IP RemainCo (or such designee) in connection with any Tax Contest (as to which IP RemainCo is the Controlling Party) described in this Section 10. Each member of the IP RemainCo Group shall execute and deliver to Product SpinCo (or such member of the Product SpinCo Group as Product SpinCo shall designate) any power of attorney or other similar document requested by Product SpinCo (or such designee) in connection with any Tax Contest (as to which Product SpinCo is the Controlling Party) described in this Section 10.

(e) Costs. All external out-of-pocket costs and expenses that are incurred by the Controlling Party with respect to a Tax Contest related to an adjustment which the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment under this Agreement shall be shared by the Parties according to each Party’s relative share of the potential Tax liability with respect to the Tax Contest as determined under this Agreement; provided, however, that a Non-Controlling Party shall not be liable for fees payable to outside advisors to the extent that the Controlling Party failed to consult with the Non-Controlling Party to the extent required by Section 10.02(b). It the Controlling Party incurs out-of-pocket costs and expenses to be shared under this Section 10.02(e) during a fiscal quarter, such Controlling Party shall provide notice to the Non-Controlling Party within thirty (30) days after the end of such fiscal quarter for the amount due from such Non-Controlling Party pursuant to this Section 10.02(e), describing in reasonable detail the particulars relating thereto. Such Non-Controlling Party shall have a period of thirty (30) days after the receipt of notice to respond thereto. Unless the Non-Controlling Party disputes the amount it is liable for under this Section 10.02(e), the Non-Controlling Party shall reimburse the Controlling Party within forty-five (45) Business Days of delivery by the Controlling Party of the notice described above. To the extent the Non-Controlling Party does not agree with the amount the Controlling Party claims the Non-Controlling Party is liable for under this Section 10.02(e), the dispute shall be resolved in accordance with Section 14. During the first month of each fiscal quarter in which it expects to incur costs for which reimbursement may be sought under this Section 10.02(e), the Controlling Party will provide the Non-Controlling Party with a good faith estimate of such costs.

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Section 11. Effective Date. This Agreement shall be effective as of the date hereof.

Section 12. Survival of Obligations. The representations, warranties, covenants, and agreements set forth in this Agreement shall be unconditional and absolute and shall remain in effect without limitation as to time.

Section 13. Treatment of Payments; Tax Gross Up.

Section 13.01 Treatment of Tax Indemnity and Tax Benefit Payments. To the extent permitted by applicable Tax Law, unless otherwise required by a Final Determination or this Agreement or otherwise agreed among the Parties, for U.S. federal Tax purposes, any Tax indemnity payment or Tax Benefit payment made pursuant to this Agreement shall be treated as follows:

(a) to the extent the member or assets of the payor Group and the member or assets of the payee Group to which the liability for payment relates were separated in a tax-free distribution for U.S. federal Tax purposes, such payment shall be treated as a tax-free contribution or tax-free distribution, as applicable, with respect to the stock of the applicable member of the payee Group or payor Group, as applicable, occurring immediately prior to the relevant Separation Transaction or the Contribution, as applicable; and

(b) to the extent the member or assets of the payor Group and the member or assets of the payee Group to which the liability for payment relates were separated in a taxable transaction for U.S. federal Tax purposes, such payment shall be treated as an adjustment to the price or amount, as applicable, of the relevant Separation Transaction or the Contribution, as applicable.

Payments of interest shall be treated as deductible by the payor Party or its relevant Subsidiary and as income to the payee Party or its relevant Subsidiary, as permitted and applicable. In the case of each of the foregoing, no Party shall take any position inconsistent with such treatment. In the event that a Taxing Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as set forth in this Section 13.01, such Party shall use its commercially reasonable efforts to contest such challenge.

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Section 13.02 Tax Gross Up. If notwithstanding the manner in which Tax indemnity payments and Tax Benefit payments were reported, there is an adjustment to the Tax liability of a Party or another member of its Group as a result of the receipt of a payment pursuant to this Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by all income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such income Taxes), shall equal the amount of the payment which the Party entitled to such payment would otherwise be entitled to receive pursuant to this Agreement. The Party entitled to a payment under this Agreement shall take all reasonable efforts to avoid or reduce any income Taxes on such receipt.

Section 14. Disagreements.

Section 14.01 Discussion. The Parties mutually desire that friendly collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement between any member of the IP RemainCo Group and any member of the Product SpinCo Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder (a “Dispute”), the Tax departments of the Parties shall negotiate in good faith to resolve the Dispute.

Section 14.02 Escalation. If such good faith negotiations do not resolve the Dispute, then the matter, upon written request of either Party, will be referred for resolution pursuant to the procedures set forth in Section 9.1(b) of the Separation Agreement. Except as expressly provided herein, Disputes hereunder shall not be subject to the dispute resolution procedures set forth in the Separation Agreement.

Section 14.03 Referral to Tax Advisor. If the Parties are not able to resolve the Dispute through the escalation process referred to above, then the matter will be referred to a Tax Advisor acceptable to each of the Parties to act as an arbitrator in order to resolve the Dispute. In the event that the Parties are unable to agree upon a Tax Advisor within fifteen (15) Business Days following the completion of the escalation process, the Parties shall each separately retain an independent, nationally recognized law or accounting firm (each, a “Preliminary Tax Advisor”), which Preliminary Tax Advisors shall jointly select a Tax Advisor on behalf of the Parties to act as an arbitrator in order to resolve the Dispute. The Tax Advisor may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Tax Advisor deems necessary to assist it in resolving such disagreement. The Tax Advisor shall furnish written notice to the Parties of its resolution of any such Dispute as soon as practical, but in any event no later than thirty (30) Business Days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be conclusive and binding on the Parties. Following receipt of the Tax Advisor’s written notice to the Parties of its resolution of the Dispute, the Parties shall each take or cause to be taken any action necessary to implement such resolution of the Tax Advisor. Each Party shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Tax Advisor (and the Preliminary Tax Advisors, if any). All fees and expenses of the Tax Advisor (and the Preliminary Tax Advisors, if any) in connection with such referral shall be shared equally by the Parties.

Section 14.04 Injunctive Relief. Nothing in this Section 14 will prevent either Party from seeking injunctive relief if any delay resulting from the efforts to resolve the Dispute through the process set forth above could result in serious and irreparable injury to either Party.

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Notwithstanding anything to the contrary in this Agreement, IP RemainCo and Product SpinCo are the only members of their respective Group entitled to commence a dispute resolution procedure under this Agreement, and each of IP RemainCo and Product SpinCo will cause its respective Group members not to commence any dispute resolution procedure other than through such Party as provided in this Section 14.

Section 15. Expenses. Except as otherwise provided in this Agreement, each Party and its Affiliates shall bear their own expenses incurred in connection with preparation of Tax Returns, Tax Contests, and other matters related to Taxes under the provisions of this Agreement.

Section 16. General Provisions.

Section 16.01 Complete Agreement; Construction. Except as otherwise expressly noted herein with respect to the Employee Matters Agreement and the Separation Agreement, this Agreement shall constitute the entire agreement among the Parties with respect to Taxes and Tax Returns of the Parties and their respective Subsidiaries and shall supersede all previous negotiations, commitments, course of dealings, and writings with respect to such subject matter. In the event and to the extent of any conflict between this Agreement, on the one hand, and the Separation Agreement or any Ancillary Agreements relating to the transactions contemplated by the Separation Agreement, on the other hand, with respect to Taxes and Tax Returns of the Parties and their respective Subsidiaries, the terms and conditions of this Agreement shall govern.

Section 16.02 Other Agreements. Except as expressly set forth herein (including, for the avoidance of doubt, as provided in Section 16.01), this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Separation Agreement and the other Ancillary Agreements.

Section 16.03 Counterparts. This Agreement may be executed and delivered (including by facsimile or other means of electronic transmission, such as by electronic mail in “pdf” form) in more than one counterpart, all of which shall be considered one and the same agreement, each of which when executed shall be deemed to be an original, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.

Section 16.04 Survival of Agreement. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

Section 16.05 Notices. All notices and other communications to be given to either Party under this Agreement shall be sufficiently given for all purposes hereunder if in writing and delivered by hand, courier or overnight delivery service, or five (5) days after being mailed by certified or registered mail, return receipt requested, with appropriate postage prepaid, or electronically mailed (with a response confirming receipt), and shall be directed to the address set forth below (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 16.05):

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Prior to the Distribution:

To IP RemainCo or Product SpinCo:

Xperi Holding Corporation

3025 Orchard Parkway

San Jose, CA 95134

Attention:         Paul Davis

Email:              paul.davis@xperi.com

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

525 University Avenue

Palo Alto, CA 94301

Attention:         Mike Ringler

Email:               mike.ringler@skadden.com

Following the Distribution Date:

To IP RemainCo:

Adeia Inc.

3025 Orchard Parkway

San Jose, California 95134

Attention:         [•]

Email:               [•]

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

525 University Avenue

Palo Alto, CA 94301

Attention:         Mike Ringler

Email:               mike.ringler@skadden.com

To Product SpinCo:

Xperi Inc.

2160 Gold Street

San Jose, CA 95002

Attention:         [•]

Email:               [•]

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

525 University Avenue

Palo Alto, CA 94301

Attention:         Mike Ringler

Email:               mike.ringler@skadden.com

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Section 16.06 Waivers. Any provision of this Agreement may be waived if and only if such waiver is in writing and signed by the Party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure to exercise and no delay in exercising, on the part of either Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Any consent required or permitted to be given by either Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and the members of its Group).

Section 16.07 Amendments. This Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.

Section 16.08 Assignment. Except as otherwise provided for in this Agreement, neither this Agreement nor any right, interest, or obligation shall be assignable, in whole or in part, directly or indirectly, by either Party without the prior written consent of the other Party (not to be unreasonably withheld, conditioned, or delayed), and any attempt to assign any rights, interests, or obligations arising under this Agreement without such consent shall be void; except, that a Party may assign this Agreement or any or all of the rights, interests, and obligations hereunder in connection with a merger, reorganization, or consolidation transaction in which such Party is a constituent party but not the surviving entity or the sale by such Party of all or substantially all of its Assets; provided, that the surviving entity of such merger, reorganization, or consolidation transaction or the transferee of such Assets shall assume all the obligations of the relevant Party by operation of law or pursuant to an agreement in writing, reasonably satisfactory to the other Party, to be bound by the terms of this Agreement as if named as a “Party” hereto; provided, however, that in the case of each of the preceding clauses, no assignment permitted by this Section 16.08 shall release the assigning Party from Liability for the full performance of its obligations under this Agreement, unless agreed to in writing by the non-assigning Parties.

Section 16.09 Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of, and be enforceable by (and against) the Parties and their respective successors and permitted transferees and assigns.

Section 16.10 Payment Terms.

(a) Except as set forth in Section 4 or as otherwise expressly provided to the contrary in this Agreement, any amount to be paid or reimbursed by a Party (and/or a member of such Party’s Group), on the one hand, to the other Party (and/or a member of such Party’s respective Group), on the other hand, under this Agreement shall be paid or reimbursed hereunder within thirty (30) days after presentation of an invoice or a written demand therefor and setting forth, or accompanied by, reasonable documentation or other reasonable explanation supporting such amount.

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(b) Except as set forth in Section 4 or as otherwise expressly provided to the contrary in this Agreement, any amount not paid when due pursuant to this Agreement (and any amount billed or otherwise invoiced or demanded and properly payable that is not paid within forty-five (45) days of such bill, invoice or other demand) shall bear interest at a rate per annum equal to the Mid-Term Applicable Federal Rate (in effect on the date on which such payment was due) plus 1.5% calculated for the actual number of days elapsed, accrued from the date on which such payment was due up to the date of the actual receipt of payment.

(c) In the event of a dispute or disagreement with respect to all or a portion of any amounts requested by either Party (and/or a member of such Party’s Group) as being payable, the payor Party shall in no event be entitled to withhold payments for any such amounts (and any such disputed amounts shall be paid in accordance with Section 16.10(a), subject to the right of the payor Party to dispute such amount following such payment); provided, that in the event that following the resolution of such dispute it is determined that the payee Party (and/or a member of the payee Party’s Group) was not entitled to all or a portion of the payment made by the payor Party, the payee Party shall repay (or cause to be repaid) such amounts to which it was not entitled, including interest, to the payor Party (or its designee), which amounts shall bear interest at a rate per annum equal to the Mid-Term Applicable Federal Rate (in effect on the date on which such payment was due) plus 1.5%, calculated for the actual number of days elapsed, accrued from the date on which such payment was made by the payor Party to the payee Party.

(d) Without the consent of the Party receiving any payment under this Agreement specifying otherwise, all payments to be made by IP RemainCo or Product SpinCo under this Agreement shall be made in U.S. dollars. Except as expressly provided herein, any amount which is not expressed in U.S. dollars shall be converted into U.S. dollars by using the Bloomberg fixing rate at 5:00 p.m. New York City Time on the day before the date the payment is required to be made or, as applicable, on which an invoice is submitted (provided, however, that with regard to any payment hereunder made by a Party to indemnify the other Party for a payment or payments made by such other Party to third parties, the date shall be the day before the relevant payment was made to the third party) or in the Wall Street Journal on such date if not so published on Bloomberg. Except as expressly provided herein, in the event that any indemnification payment required to be made hereunder may be denominated in a currency other than U.S. dollars, the amount of such payment shall be converted into U.S. dollars on the date on which notice of the claim is given to the Party obligated to make such payment.

Section 16.11 No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of either Party to successfully pursue indemnification or payment pursuant to Section 4).

Section 16.12 Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements, and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party on and after the Distribution Date.

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Section 16.13 Third Party Beneficiaries. Except as specifically provided in the Separation Agreement or any Ancillary Agreement, this Agreement is solely for the benefit of, and is only enforceable by, the Parties and their permitted successors and assigns and should not be deemed to confer upon third parties any remedy, benefit, claim, liability, reimbursement, claim of action, or other right of any nature whatsoever, including any rights of employment for any specified period, in excess of those existing without reference to this Agreement.

Section 16.14 Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 16.15 Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.

Section 16.16 Specific Performance. The Parties acknowledge and agree that irreparable harm would occur in the event that the Parties do not perform any provision of this Agreement in accordance with its specific terms or otherwise breach this Agreement and the remedies at law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any indemnifiable loss. Accordingly, from and after the Effective Time, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party or Parties to this Agreement who are or are to be thereby aggrieved shall, subject and pursuant to the terms of this Section 16 (including for the avoidance of doubt, after compliance with all notice and negotiation provisions herein), have the right to specific performance and injunctive or other equitable relief of its or their rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

Section 16.17 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal, or unenforceable provisions with valid, legal, and enforceable provisions, the economic effect of which comes as close as possible to that of the invalid, illegal, or unenforceable provisions.

Section 16.18 No Duplication; No Double Recovery. Nothing in this Agreement is intended to confer to or impose upon either Party a duplicative right, entitlement, obligation, or recovery with respect to any matter arising out of the same facts and circumstances (including with respect to the rights, entitlements, obligations, and recoveries that may arise out of Section 4).

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Section 16.19 Further Action. The Parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties in accordance with Section 10.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

ADEIA INC.
By
	Name:
	Title:
XPERI INC.
By
	Name:
	Title:

[Signature Page to the Tax Matters Agreement]

EX-10.2

Exhibit 10.2

EMPLOYEE MATTERS AGREEMENT

by and among

XPERI HOLDING CORPORATION

and

XPERI INC.

dated as of

[•], 2022

TABLE OF CONTENTS

		Page
	ARTICLE I
	DEFINITIONS AND INTERPRETATION
Section 1.1	General		1
Section 1.2	References; Interpretation		6
	ARTICLE II
	GENERAL PRINCIPLES
Section 2.1	Nature of Liabilities		7
Section 2.2	Transfers of Employees Generally		7
Section 2.3	Assumption and Retention of Liabilities Generally		7
Section 2.4	Service Recognition		8
Section 2.5	Information and Consultation		9
Section 2.6	WARN		9
	ARTICLE III
	CERTAIN BENEFIT PLAN PROVISIONS
Section 3.1	Benefits Generally		9
Section 3.2	Health and Welfare Benefit Plans		10
Section 3.3	Savings Plans		10
Section 3.4	Flexible Spending Account Plan		10
	ARTICLE IV
	EQUITY INCENTIVE AWARDS
Section 4.1	Treatment of Options		10
Section 4.2	Treatment of Restricted Stock Units		11
Section 4.3	Treatment of Performance Stock Unit Awards		12
Section 4.4	Treatment of Key RSU Awards		13
Section 4.5	SpinCo Stock Plan		14
Section 4.6	General Terms		14
Section 4.7	Employee Stock Purchase Plan		15

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	ARTICLE V
	ADDITIONAL MATTERS
Section 5.1	Annual Bonus Programs	16
Section 5.2	Time-Off Benefits	16
Section 5.3	COBRA Compliance	16
Section 5.4	Code Section 409A	17
Section 5.5	Payroll Taxes and Reporting	17
Section 5.6	Regulatory Filings	17
Section 5.7	Disability	17
	ARTICLE VI s
	GENERAL AND ADMINISTRATIVE
Section 6.1	Employer Rights	18
Section 6.2	Effect on Employment	18
Section 6.3	Consent of Third Parties	18
Section 6.4	Access to Employees	18
Section 6.5	Employee Data Protection and the Data Sharing Agreement	18
Section 6.6	Beneficiary Designation/Release of Information/Right to Reimbursement	18
Section 6.7	No Third-Party Beneficiaries	19
Section 6.8	No Acceleration of Benefits	19
Section 6.9	Employee Benefits Administration	19
	ARTICLE VII
	MISCELLANEOUS
Section 7.1	Amendments and Waivers.	19
Section 7.2	Entire Agreement	19
Section 7.3	Survival of Agreements	20
Section 7.4	Third-Party Beneficiaries	20
Section 7.5	Notices	20
Section 7.6	Counterparts; Electronic Delivery	20
Section 7.7	Severability	20
Section 7.8	Assignability; Binding Effect	21
Section 7.9	Termination; Effect of Termination	21
Section 7.10	Governing Law	21
Section 7.11	Construction	21
Section 7.12	Performance	22
Section 7.13	Title and Headings	22
Section 7.14	Schedules	22

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EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of [•], 2022, by and among Xperi Holding Corporation, a Delaware corporation (“RemainCo”) and Xperi Inc., a Delaware corporation and a subsidiary of RemainCo (“SpinCo”). RemainCo and SpinCo are sometimes referred to herein individually as a “Party,” and collectively as the “Parties”. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement, shall have the meaning given to such terms in the Separation and Distribution Agreement by and between the Parties, dated as of [•], 2022 (the “Separation Agreement”).

W I T N E S E T H:

WHEREAS, the RemainCo Board has determined that it is advisable and in the best interests of RemainCo and its stockholders to restructure the Assets and Liabilities of RemainCo into two companies: (i) RemainCo, which, following consummation of the transactions contemplated under the Separation Agreement, will own and conduct the RemainCo Business; and (ii) SpinCo, which, following consummation of the transactions contemplated under the Separation Agreement, will own and conduct the SpinCo Business, in the manner contemplated by the Separation Agreement;

WHEREAS, the Separation Agreement sets forth the terms and conditions applicable to the Distribution; and

WHEREAS, pursuant to the Separation Agreement, RemainCo and SpinCo have agreed to enter into this Agreement for the purpose of allocating Assets, Liabilities and responsibilities with respect to certain employee matters and employee compensation and benefit plans and programs between them and to address certain other employment-related matters.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1 General. As used in this Agreement, the following terms shall have the following meanings:

“Adjusted SpinCo Stock Value” shall mean the product obtained by multiplying (a) the SpinCo Stock Value by (b) the Distribution Ratio.

“Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the specified Person.

“Agreement” shall have the meaning set forth in the Preamble.

“Applicable Exchange” shall mean the securities exchange as may at the applicable time be the principal market for shares of RemainCo Common Stock or shares of SpinCo Common Stock, as applicable.

“Benefit Arrangement” shall mean, with respect to an entity, each compensation or employee benefit plan, program, policy, agreement or other arrangement, whether or not “employee benefit plans” (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA), including any benefit plan, program, policy, agreement or arrangement providing cash- or equity-based compensation or incentives, health, medical, dental, vision, disability, accident or life insurance benefits or vacation, paid or unpaid leave, severance, retention, change in control, termination, deferred compensation, individual employment, retirement, pension or savings benefits, supplemental income, retiree benefit or other fringe benefit (whether or not taxable), or employee loans, that are sponsored or maintained by such entity (or to which such entity contributes or is required to contribute or in which it participates), and excluding workers’ compensation plans, policies, programs and arrangements.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor federal income tax law, and the regulations promulgated thereunder.

“Data Sharing Agreement” shall mean the Data Sharing Agreement by and between Adeia Inc. and Xperi Inc., dated [•], 2022.

“Distribution Ratio” shall mean the number of shares of Product SpinCo Common Stock (as defined in the Separation Agreement) received by each holder of IP RemainCo Common Stock (as defined in the Separation Agreement) on the Distribution Record Date pursuant to Section 4.1 the Separation Agreement with respect to each share of IP RemainCo Common Stock.

“Employee” shall mean any RemainCo Employee or SpinCo Employee.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Party” and “Parties” shall have the meanings set forth in the Preamble.

“Person” means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, a limited liability company, a union, an unincorporated organization or other legal entity, including a governmental entity or any department, agency or political subdivision thereof.

“Plan Transition Date” shall mean the date that is (i) the Distribution Date or (ii) such earlier date as agreed between the Parties.

“Post-Separation RemainCo Awards” shall mean Post-Separation RemainCo Options, Post-Separation RemainCo Restricted Stock Unit Awards, Post-Separation RemainCo Performance Stock Unit Awards (2020), Post-Separation RemainCo Performance Stock Unit Awards (2021), Post-Separation RemainCo Performance Stock Unit Awards (2022) and Post-Separation RemainCo Key RSU Awards, collectively.

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“Post-Separation RemainCo Key RSU Award” shall mean a RemainCo Key RSU Award adjusted as of the Effective Time in accordance with Section 4.4.

“Post-Separation RemainCo Option” shall mean a RemainCo Option adjusted as of the Effective Time in accordance with Section 4.1.

“Post-Separation RemainCo Performance Stock Unit Award (2020)” shall mean a RemainCo Performance Restricted Stock Unit Award (2020) adjusted as of the Effective Time in accordance with Section 4.3(a).

“Post-Separation RemainCo Performance Stock Unit Award (2021)” shall mean a RemainCo Performance Restricted Stock Unit Award (2021) adjusted as of the Effective Time in accordance with Section 4.3(b).

“Post-Separation RemainCo Performance Stock Unit Award (2022)” shall mean a RemainCo Performance Restricted Stock Unit Award (2022) adjusted as of the Effective Time in accordance with Section 4.3(c).

“Post-Separation RemainCo Restricted Stock Unit Award” shall mean a RemainCo Restricted Stock Unit Award adjusted as of the Effective Time in accordance with Section 4.2.

“Post-Separation RemainCo Stock Value” shall mean the simple average of the volume-weighted average per-share price of RemainCo Common Stock trading “ex distribution” on the Applicable Exchange during each of the last ten (10) full Trading Sessions, or such shorter number of Trading Sessions that the RemainCo Common Stock is trading “ex distribution,” immediately prior to the Effective Time.

“Pre-Separation RemainCo Stock Value” shall mean the simple average of the volume-weighted average per-share price of RemainCo Common Stock trading “regular way with due bills” on the Applicable Exchange during each of the last ten (10) full Trading Sessions, or such shorter number of Trading Sessions that the RemainCo Common Stock is trading “regular way with due bills,” immediately prior to the Effective Time.

“RemainCo” shall have the meaning set forth in the Preamble.

“RemainCo 401(k) Plan” means a tax-qualified 401(k) defined contribution savings plan to be established by RemainCo or a member of the RemainCo Group.

“RemainCo Benefit Arrangement” shall mean any Benefit Arrangement sponsored, maintained or contributed to by any member of the IP RemainCo Group as of immediately following the Effective Time.

“RemainCo Change in Control” shall have the meaning set forth in Section 4.6(b).

“RemainCo Common Stock” shall mean the common stock of RemainCo, par value $0.001 per share.

“RemainCo Director” shall mean any individual who is a non-employee member of the board of directors of RemainCo as of the Effective Time.

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“RemainCo Employee” shall mean each individual identified on Schedule 1.1 hereto.

“RemainCo ESPP” shall mean the Xperi Holding Corporation 2020 Employee Stock Purchase Plan.

“RemainCo Key RSU Award” shall mean an award of Restricted Stock Units granted in 2022 by RemainCo pursuant to the Xperi Holding Corporation 2020 Equity Incentive Plan that is subject to solely time-based vesting and that is identified on Schedule 4.4 and held by such individual set forth on Schedule 4.4.

“RemainCo Option” shall mean an option to purchase shares of RemainCo Common Stock granted pursuant to a RemainCo Stock Plan.

“RemainCo Performance Stock Unit Award (2020)” shall mean an award of Restricted Stock Units granted in 2020 by RemainCo pursuant to the RemainCo Stock Plans that is subject to performance-based vesting.

“RemainCo Performance Stock Unit Award (2021)” shall mean an award of Restricted Stock Units granted in 2021 by RemainCo pursuant to the RemainCo Stock Plans that is subject to performance-based vesting.

“RemainCo Performance Stock Unit Award (2022)” shall mean an award of Restricted Stock Units granted in 2022 by RemainCo pursuant to the RemainCo Stock Plans that is subject to performance-based vesting.

“RemainCo Ratio” shall mean the quotient obtained by dividing (a) the Pre-Separation RemainCo Stock Value by (b) the Post-Separation RemainCo Stock Value.

“RemainCo Restricted Stock Unit Award” shall mean an award of Restricted Stock Units granted by RemainCo pursuant to the RemainCo Stock Plans that is subject to solely time-based vesting, other than a RemainCo Key RSU Award.

“RemainCo Stock Plans” shall mean the (i) Xperi Holding Corporation 2020 Equity Incentive Plan; (ii) TiVo Corporation 2008 Equity Incentive Plan (f/k/a the Rovi Corporation 2008 Equity Incentive Plan); (iii) TiVo Inc. Amended and Restated 2008 Equity Incentive Award Plan (now named the TiVo Corporation Titan Equity Incentive Award Plan); (iv) Xperi Corporation Seventh Amended and Restated 2003 Equity Incentive Plan and Amendment No. 1; (v) DTS, Inc. 2014 New Employee Incentive Plan, including Amendment No. 1 and Amendment No. 2 thereto; (v) DTS, Inc. 2012 Equity Incentive Plan, including Amendment No. 1 thereto; (vi) SRS Labs, Inc. 2006 Stock Incentive Plan, as amended and restated on August 9, 2012; (vii) DTS, Inc. 2003 Equity Incentive Plan, as amended on May 9, 2005, May 15, 2008, February 19, 2009, February 15, 2010, June 3, 2010 and October 8, 2010.

“RemainCo Value Factor” shall mean the quotient obtained by dividing (a) the Pre-Separation RemainCo Stock Value by (b) the sum of (i) the Adjusted SpinCo Stock Value and (ii) the Post-Separation RemainCo Stock Value.

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“RemainCo Welfare Plans” shall mean any Welfare Plan maintained by RemainCo or any member of the IP RemainCo Group.

“Restricted Stock Unit” shall have the meaning set forth under the RemainCo Stock Plans.

“Separation Agreement” shall have the meaning set forth in the Preamble.

“SpinCo” shall have the meaning set forth in the Preamble.

“SpinCo Awards” shall mean SpinCo Options, SpinCo Restricted Stock Unit Awards, SpinCo Performance Stock Unit Awards (2020), SpinCo Performance Stock Unit Awards (2021), and SpinCo Performance Stock Unit Awards (2022) and SpinCo Key RSU Awards, collectively.

“SpinCo Benefit Arrangement” shall mean any Benefit Arrangement sponsored, maintained or contributed to exclusively by any member of the Product SpinCo Group other than a SpinCo Transferred Benefit Arrangement.

“SpinCo Change in Control” shall have the meaning set forth in Section 4.6(b).

“SpinCo Common Stock” shall mean the common stock of SpinCo, par value $[•] per share.

“SpinCo Director” shall mean any individual who is a non-employee member of the board of directors of SpinCo as of the Effective Time.

“SpinCo Employee” shall mean each individual who is an employee of RemainCo or any of its Subsidiaries or Affiliates immediately prior to the Effective Time and who is not identified on Schedule 1.1 as a RemainCo Employee.

“SpinCo Key RSU Award” shall mean a RemainCo Key RSU Award assumed by SpinCo in accordance with Section 4.4.

“SpinCo Option” shall mean an award of options to purchase shares of SpinCo Common Stock assumed by SpinCo in accordance with Section 4.1.

“SpinCo Performance Stock Unit Award (2020)” shall mean a RemainCo Performance Stock Unit Award assumed by SpinCo in accordance with Section 4.3(a).

“SpinCo Performance Stock Unit Award (2021)” shall mean a RemainCo Performance Stock Unit Award assumed by SpinCo in accordance with Section 4.3(b).

“SpinCo Performance Stock Unit Award (2022)” shall mean a RemainCo Performance Stock Unit Award assumed by SpinCo in accordance with Section 4.3(c).

“SpinCo Ratio” shall mean the quotient obtained by dividing (a) the Pre-Separation RemainCo Stock Value by (b) the SpinCo Stock Value.

“SpinCo Restricted Stock Unit Award” shall mean a RemainCo Restricted Stock Unit Award assumed by SpinCo in accordance with Section 4.2.

“SpinCo Stock Plans” shall have the meaning set forth in Section 4.5.

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“SpinCo Stock Value” shall mean the simple average of the volume-weighted average per-share price of SpinCo Shares trading “as when issued” on the Applicable Exchange during each of the first ten (10) full Trading Sessions, or such shorter number of Trading Sessions that the SpinCo Shares are trading “as when issued” immediately prior to the Effective Time.

“SpinCo Transferred Benefit Arrangement” shall have the meaning set forth in Section 3.1.

“SpinCo Value Factor” shall mean the quotient obtained by dividing (a) the Pre-Separation RemainCo Stock Value by (b) the sum of (i) the SpinCo Stock Value and (ii) the quotient obtained by dividing the Post-Separation RemainCo Stock Value by the Distribution Ratio.

“SpinCo Welfare Plans” shall mean any Welfare Plan maintained by SpinCo or any member of the SpinCo Group.

“Trading Session” shall mean the period of time during any given calendar day, commencing with the determination of the opening price on the Applicable Exchange and ending with the determination of the closing price on the Applicable Exchange, in which trading in shares of RemainCo Common Stock or shares of SpinCo Common Stock Shares (as applicable) is permitted on the Applicable Exchange.

“Welfare Plan” shall mean, where applicable, a “welfare plan” (as defined in Section 3(1) of ERISA and in 29 C.F.R. §2510.3-1) or a “cafeteria plan” under Section 125 of the Code, and any benefits offered thereunder, and any other plan offering health benefits (including medical, prescription drug, dental, vision and mental health and substance use disorder), disability benefits, or life, accidental death and disability, pre-tax premium conversion benefits, dependent care assistance programs, employee assistance programs, contribution funding toward a health savings account, flexible spending accounts, tuition reimbursement or adoption assistance programs or cashable credits.

“Xperi 401(k) Plan” shall mean the Xperi 401(k) Retirement Plan.

“Xperi Benefit Arrangement” shall mean any Benefit Arrangement sponsored, maintained or contributed to by RemainCo prior to the Effective Time.

“Xperi Director” shall mean any individual who is a non-employee member of the board of directors of RemainCo immediately prior to the Effective Time.

Section 1.2 References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.” Unless the context otherwise requires, references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The words “written request” when used in this Agreement shall include email. Unless the context requires otherwise, references in this Agreement to “RemainCo” shall also be deemed

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to refer to the applicable member of the IP RemainCo Group, references to “SpinCo” shall also be deemed to refer to the applicable member of the Product SpinCo Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by RemainCo or SpinCo shall be deemed to require RemainCo or SpinCo, as the case may be, to cause the applicable members of the IP RemainCo Group or the Product SpinCo Group, respectively, to take, or refrain from taking, any such action. In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the definitions set forth in Section 1.1, for the purpose of determining what is and is not included in such definitions, any item explicitly included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof.

ARTICLE II

GENERAL PRINCIPLES

Section 2.1 Nature of Liabilities. All Liabilities assumed or retained by a member of the IP RemainCo Group under this Agreement shall be IP Liabilities for purposes of the Separation Agreement. All Liabilities assumed or retained by a member of the Product SpinCo Group under this Agreement shall be Product Liabilities for purposes of the Separation Agreement.

Section 2.2 Transfers of Employees Generally.

(a) Effective as of no later than the Effective Time and except as otherwise agreed by the Parties, (i) the applicable members of the IP RemainCo Group and the Product SpinCo Group shall have taken such actions as are necessary to ensure that each SpinCo Employee is employed by a member of the Product SpinCo Group as of immediately following the Effective Time; and (ii) the applicable members of the IP RemainCo Group shall have taken such actions as are necessary to ensure that each individual who is intended to be a RemainCo Employee as of immediately following the Effective Time is employed by a member of the IP RemainCo Group as of the Effective Time.

(b) The IP RemainCo Group and the Product SpinCo Group agree to execute, and to seek to have the applicable RemainCo Employees and SpinCo Employees execute such documentation, if any, as may be necessary to reflect the transfer of employment described in this Section 2.2.

Section 2.3 Assumption and Retention of Liabilities Generally.

(a) Except as pursuant to this Agreement, in connection with the Distribution, or, if applicable, from and after the Effective Time, RemainCo shall, or shall cause one or more members of the IP RemainCo Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill (i) all Liabilities with respect to the employment and termination of employment of all RemainCo Employees (and related Liabilities with respect to their respective dependents and beneficiaries), including Liabilities arising under any Xperi Benefit Arrangements (including SpinCo Transferred Benefit Arrangements) and RemainCo Benefit Arrangements, whenever incurred; and (ii) all other Liabilities or obligations expressly assigned to or assumed by a member of the IP RemainCo Group under this Agreement.

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(b) Except as pursuant to this Agreement, in connection with the Distribution, or, if applicable, from and after the Effective Time, SpinCo shall, or shall cause one or more members of the Product SpinCo Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill (i) all Liabilities under all SpinCo Benefit Arrangements, whenever incurred; (ii) all Liabilities with respect to the employment, or termination of employment of all SpinCo Employees and their respective dependents and beneficiaries, including under any Xperi Benefit Arrangements and SpinCo Transferred Benefit Arrangements, whenever incurred; and (iii) other Liabilities or obligations expressly assigned to or assumed by a member of the Product SpinCo Group under this Agreement.

(c) The Parties shall promptly reimburse one another, upon reasonable request of the Party requesting reimbursement and the presentation by such Party of such substantiating documentation as the other Party shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by the Party requesting reimbursement or its Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of the other Party or any of its Affiliates.

(d) Notwithstanding any provision of this Agreement or the Separation Agreement to the contrary, SpinCo shall, or shall cause one or more members of the Product SpinCo Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill all Liabilities that have been accepted, assumed or retained under this Agreement irrespective of whether accruals for such Liabilities have been transferred to SpinCo or a member of the Product SpinCo Group or included on a combined balance sheet of the SpinCo Business or whether any such accruals are sufficient to cover such Liabilities.

Section 2.4 Service Recognition.

(a) From and after the Effective Time, SpinCo shall, and shall cause each member of the Product SpinCo Group to use commercially reasonable efforts to, give each SpinCo Employee full credit for purposes of eligibility, vesting and determination of level of benefits under any SpinCo Benefit Arrangement for such SpinCo Employee’s prior service with any member of the IP RemainCo Group or the Product SpinCo Group or any predecessor thereto, to the same extent such service was recognized by the applicable Xperi Benefit Arrangement; provided that, such service shall not be recognized to the extent it would result in the duplication of benefits.

(b) From and after the Effective Time, RemainCo shall, and shall cause each member of the IP RemainCo Group to use commercially reasonable efforts to, give each RemainCo Employee full credit for purposes of eligibility, vesting and determination of level of benefits under any RemainCo Benefit Arrangement for such RemainCo Employee’s prior service with any member of the IP RemainCo Group or Product SpinCo Group or any predecessor thereto, to the same extent such service was recognized by the applicable Xperi Benefit Arrangement; provided that, such service shall not be recognized to the extent it would result in the duplication of benefits.

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(c) Except to the extent prohibited by applicable Law and to the extent permitted under the terms of the applicable SpinCo Benefit Arrangement, as soon as administratively practicable on or after the Plan Transition Date, SpinCo shall use commercially reasonable efforts to: (i) waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to each SpinCo Employee under any SpinCo Welfare Plan in which SpinCo Employees participate (or are eligible to participate) to the same extent that such conditions and waiting periods were satisfied or waived under an analogous Xperi Benefit Arrangement, and (ii) provide or cause each SpinCo Employee to be provided with credit for any co-payments, deductibles or other out-of-pocket amounts paid pursuant to an Xperi Benefit Arrangement during the plan year in which the SpinCo Employees become eligible to participate in the SpinCo Welfare Plans in satisfying any applicable co-payments, deductibles or other out-of-pocket requirements under any such plans for such plan year.

(d) Except to the extent prohibited by applicable Law and to the extent permitted under the terms of the applicable RemainCo Benefit Arrangement, as soon as administratively practicable on or after the Plan Transition Date, RemainCo shall us commercially reasonable efforts to: (i) waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to each RemainCo Employee under any RemainCo Welfare Plan in which RemainCo Employees participate (or are eligible to participate) to the same extent that such conditions and waiting periods were satisfied or waived under an analogous Xperi Benefit Arrangement, and (ii) provide or cause each RemainCo Employee to be provided with credit for any co-payments, deductibles or other out-of-pocket amounts paid pursuant to an Xperi Benefit Arrangement during the plan year in which the RemainCo Employees become eligible to participate in the RemainCo Welfare Plans in satisfying any applicable co-payments, deductibles or other out-of-pocket requirements under any such plans for such plan year.

Section 2.5 Information and Consultation. The Parties shall comply with all requirements and obligations to inform, consult or otherwise notify any SpinCo Employees or RemainCo Employees in relation to the transactions contemplated by this Agreement and the Separation Agreement as required by applicable Law.

Section 2.6 WARN. Notwithstanding anything set forth in this Agreement to the contrary, none of the transactions contemplated by or undertaken by this Agreement is intended to and shall not constitute or give rise to an “employment loss” or employment separation within the meaning of the federal Worker Adjustment and Retraining Notification (WARN) Act, or any other federal, state or local law or legal requirement addressing mass employment separations.

ARTICLE III

CERTAIN BENEFIT PLAN PROVISIONS

Section 3.1 Benefits Generally. Effective as of the Plan Transition Date, the RemainCo Group shall have taken all necessary or appropriate actions to ensure that each Xperi Benefit Arrangement that is intended to be transferred to SpinCo, as set forth on Schedule 3.1 hereto (each, a “SpinCo Transferred Benefit Arrangement”), is transferred to a member of the SpinCo Group.

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Section 3.2 Health and Welfare Benefit Plans. RemainCo shall or shall cause a member of the RemainCo Group to have in effect, no later than the Business Day immediately prior to the Plan Transition Date, RemainCo Welfare Plans providing health and welfare benefits for the benefit of each RemainCo Employee.

Section 3.3 Savings Plans. Effective no later than the Plan Transition Date, RemainCo shall take all steps necessary or appropriate to cause (a) the Xperi 401(k) Plan, including all of the accounts, underlying Assets, and related trusts and agreements applicable thereto, and all Liabilities related thereto, to be transferred to a member of the Product SpinCo Group; and (b) a member of the SpinCo Group to assume and adopt the Xperi 401(k) Plan, including all of the accounts, underlying Assets, and related trusts and agreements applicable thereto, and all Liabilities related thereto. RemainCo shall or shall cause a member of the RemainCo Group to have in effect no later than the Business Day immediately prior to the Plan Transition Date the RemainCo 401(k) Plan.

Section 3.4 Flexible Spending Account Plan. Effective no later than the Distribution Date, or such other date agreed between the Parties, RemainCo shall take all steps necessary or appropriate to cause RemainCo to have in effect a flexible spending plan providing flexible spending accounts for medical and dependent care expenses.

ARTICLE IV

EQUITY INCENTIVE AWARDS

Section 4.1 Treatment of Options.

(a) Each RemainCo Option that is outstanding immediately prior to the Effective Time and held by a RemainCo Employee, former RemainCo Employee, SpinCo Employee, former SpinCo Employee or a Xperi Director shall be converted, as of the Effective Time, into both a Post-Separation RemainCo Option and a SpinCo Option and each such award shall be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as the terms and conditions applicable to such RemainCo Option immediately prior to the Effective Time; provided, however, that certain restrictions may be imposed on such Post-Separation RemainCo Option or SpinCo Option after the Effective Time if necessary and appropriate to comply with applicable Law; and further, provided, however, that from and after the Effective Time:

(i) the number of shares of RemainCo Common Stock subject to such Post-Separation RemainCo Option shall be equal to the product, rounded down to the nearest whole share, obtained by multiplying (A) the number of shares of RemainCo Common Stock subject to the corresponding RemainCo Option immediately prior to the Effective Time by (B) the RemainCo Value Factor; and

(ii) the number of shares of SpinCo Common Stock subject to such SpinCo Option shall be equal to the product, rounded down to the nearest whole share, obtained by multiplying (A) the number of shares of RemainCo Common Stock subject to the corresponding RemainCo Option immediately prior to the Effective Time by (B) the SpinCo Value Factor;

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(iii) the per share exercise price of such Post-Separation RemainCo Option shall be equal to the quotient, rounded up to the nearest cent, obtained by dividing (A) the per share exercise price of the corresponding RemainCo Option immediately prior to the Effective Time by (B) the RemainCo Ratio;

(iv) the per share exercise price of such SpinCo Option shall be equal to the quotient, rounded up to the nearest cent, obtained by dividing (A) the per share exercise price of the corresponding RemainCo Option immediately prior to the Effective Time by (B) the SpinCo Ratio.

(b) Notwithstanding anything to the contrary in this Section 4.1, the exercise price, the number of shares of RemainCo Common Stock subject to each Post-Separation RemainCo Option and the number of shares of SpinCo Common Stock subject to the SpinCo Option, as applicable, and the terms and conditions of exercise of such options, shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, that, in the case of any RemainCo Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code as of immediately prior to the Effective Time, the exercise price, the number of shares of RemainCo Common Stock subject to the Post-Separation RemainCo Option and the number of shares of SpinCo Common Stock subject to the SpinCo Option, and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Section 424(a) of the Code.

Section 4.2 Treatment of Restricted Stock Units Awards.

(a) Except as provided in Section 4.4, each RemainCo Restricted Stock Unit Award that is outstanding immediately prior to the Effective Time and held by a RemainCo Employee, former RemainCo Employee, a SpinCo Employee, a former SpinCo Employee or a Xperi Director shall be converted, as of the Effective Time, into both a Post-Separation RemainCo Restricted Stock Unit Award and a SpinCo Restricted Stock Unit Award and each such award shall be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as the terms and conditions applicable to such RemainCo Restricted Stock Unit Award immediately prior to the Effective Time; provided, however, that certain restrictions may be imposed on such RemainCo Restricted Stock Unit Award or SpinCo Restricted Stock Unit Award after the Effective Time if necessary and appropriate to comply with applicable Law; and further, provided, however, that from and after the Effective Time, the number of shares of RemainCo Common Stock subject to (i) the Post-Separation RemainCo Restricted Stock Unit Award shall be equal to the number of shares of RemainCo Common Stock subject to the corresponding RemainCo Restricted Stock Unit Award immediately prior to the Effective Time, and (ii) the SpinCo Restricted Stock Unit Award shall be equal to the product, rounded up to the nearest whole share, obtained by multiplying (A) the number of shares of RemainCo Common Stock subject to the RemainCo Restricted Stock Unit Award immediately prior to the Effective Time by (B) the Distribution Ratio.

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Section 4.3 Treatment of Performance Stock Unit Awards.

(a) Performance Stock Unit Awards (2020). Each RemainCo Performance Stock Unit Award (2020) that is outstanding as of immediately prior to the Effective Time shall be converted, as of the Effective Time, into both a Post-Separation RemainCo Performance Stock Unit Award (2020) and a SpinCo Performance Stock Unit Award (2020) and each such award shall be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as were applicable to such RemainCo Performance Stock Unit Award (2020) prior to the Effective Time; provided, however, that certain restrictions may be imposed on the Post-Separation RemainCo Performance Stock Unit Award (2020) or the SpinCo Performance Stock Unit Award (2020) after the Effective Time if necessary and appropriate to comply with applicable Law; and further, provided, however, that from and after the Effective Time, the number of shares subject to (i) the Post-Separation RemainCo Performance Stock Unit Award (2020) shall be equal to the number of shares of RemainCo Common Stock subject to the corresponding RemainCo Performance Stock Unit Award (2020) immediately prior to the Effective Time, and (ii) the SpinCo Performance Stock Unit Award (2020) shall be equal to the product, rounded up to the nearest whole share, obtained by multiplying (A) the number of shares of RemainCo Common Stock subject to the RemainCo Performance Stock Unit Award (2020) immediately prior to the Effective Time by (B) the Distribution Ratio; and provided, further, that the stock price performance measures applicable to the SpinCo Performance Stock Unit Award (2020) shall be the same as those applicable to the RemainCo Performance Stock Unit Award (2020) and for purposes of measuring the highest 30-day average stock price in the last six months of the three-year performance period and the stock price for purposes of the relative TSR modifier, the stock prices of RemainCo and SpinCo shall be aggregated, and the RemainCo Board or the SpinCo Board (or the respective compensation committee or other applicable committee thereof), as applicable, shall otherwise adjust the performance measures applicable to any RemainCo Performance Stock Unit Award (2020) or SpinCo Performance Stock Unit Award (2020).

(b) Performance Stock Unit Awards (2021). Each RemainCo Performance Stock Unit Award (2021) that is outstanding as of immediately prior to the Effective Time shall be converted, as of the Effective Time, into both a Post-Separation RemainCo Performance Stock Unit Award (2021) and a SpinCo Performance Stock Unit Award (2021) and each such award shall be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such RemainCo Performance Stock Unit Award (2021) prior to the Effective Time; provided, however, that certain restrictions may be imposed on the Post-Separation RemainCo Performance Stock Unit Award (2021) or the SpinCo Performance Stock Unit Award (2021) after the Effective Time if necessary and appropriate to comply with applicable Law; and, further provided, however, that from and after the Effective Time the number of shares subject to (i) the Post-Separation RemainCo Performance Stock Unit Award (2021) shall be equal to the number of shares of RemainCo Common Stock subject to the corresponding RemainCo Performance Stock Unit Award (2021) immediately prior to the Effective Time, and (ii) the SpinCo Performance Stock Unit Award (2021) shall be equal to the product, rounded up to the nearest whole share, obtained by multiplying (A) the number of shares of RemainCo Common Stock subject to the RemainCo Performance Stock Unit Award (2021) immediately prior to the Effective Time by (B) the Distribution Ratio; and provided, further, that the stock price performance measures applicable to the SpinCo Performance Stock Unit Award (2021) shall be the same as those applicable to the RemainCo Performance Stock Unit Award (2021) and for purposes of measuring the highest 30-day average stock price in the last six months of the three-year performance period and the stock price for purposes of the relative TSR modifier, the stock prices of RemainCo and SpinCo shall be aggregated, and the RemainCo Board or the SpinCo Board (or the respective compensation committee or other applicable committee thereof), as applicable, shall otherwise adjust the performance measures applicable to any RemainCo Performance Stock Unit Award (2021) or SpinCo Performance Stock Unit Award (2021).

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(c) Treatment of Performance Stock Unit Awards (2022).

(1) Each RemainCo Performance Stock Unit Award (2022) that is outstanding immediately prior to the Effective Time and held by a RemainCo Employee or former RemainCo Employee shall be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as the terms and conditions applicable to such RemainCo Performance Stock Unit Award (2022) immediately prior to the Effective Time; provided, however, that certain restrictions may be imposed on such RemainCo Performance Stock Unit Award (2022) after the Effective Time if necessary and appropriate to comply with applicable Law; and further, provided, however, that from and after the Effective Time, the number of shares of RemainCo Common Stock subject to such Post-Separation RemainCo Performance Stock Unit Award (2022), rounded up to the nearest whole number of shares, shall be equal to the product obtained by multiplying (A) the number of shares of RemainCo Common Stock subject to the corresponding RemainCo Performance Stock Unit Award (2022) immediately prior to the Effective Time by (B) the RemainCo Ratio; and provided, further, that the RemainCo Board (or the compensation committee or other applicable committee thereof) shall adjust the performance measures applicable to any RemainCo Performance Stock Unit Award (2022).

(2) Each RemainCo Performance Stock Unit Award (2022) that is outstanding immediately prior to the Effective Time and held by a SpinCo Employee or former SpinCo Employee shall be converted into a SpinCo Performance Stock Unit Award (2022) and shall otherwise be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as the terms and conditions applicable to the corresponding RemainCo Performance Stock Unit Award (2022) immediately prior to the Effective Time; provided, however, that certain restrictions may be imposed on the SpinCo Performance Stock Unit Award (2022) after the Effective Time if necessary and appropriate to comply with applicable Law; and further, provided, however, that from and after the Effective Time, the number of shares of SpinCo Common Stock subject to such SpinCo Performance Stock Unit Award (2022), rounded up to the nearest whole number of shares, shall be equal to the product obtained by multiplying (A) the number of shares of RemainCo Common Stock subject to the corresponding RemainCo Performance Stock Unit Award (2022) immediately prior to the Effective Time by (B) the SpinCo Ratio; and provided, further, that the SpinCo Board (or the compensation committee or other applicable committee thereof) shall adjust the performance measures applicable to any SpinCo Performance Stock Unit Award (2022).

Section 4.4 Treatment of Key RSU Awards.

(a) Each RemainCo Key RSU Award that is outstanding immediately prior to the Effective Time shall be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as the terms and conditions applicable to such RemainCo Key RSU Award immediately prior to the Effective Time; provided, however, that certain restrictions may be imposed on such RemainCo Key RSU Award after the Effective Time if necessary and appropriate to comply with applicable Law; and further, provided, however, that from and after

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the Effective Time, the number of shares of RemainCo Common Stock subject to such Post-Separation RemainCo Key RSU Award, rounded up to the nearest whole number of shares, shall be equal to the product obtained by multiplying (A) the number of shares of RemainCo Common Stock subject to the corresponding RemainCo Key RSU Award immediately prior to the Effective Time by (B) the RemainCo Ratio.

Section 4.5 SpinCo Stock Plan. Effective as of the Effective Time, SpinCo shall have adopted the SpinCo Corporation 2022 Equity Incentive Plan and such other plans (the “SpinCo Stock Plans”), which shall permit the grant and issuance of equity incentive awards denominated in shares of SpinCo Common Stock as described in this Article IV.

Section 4.6 General Terms.

(a) All of the adjustments described in this Article IV shall be given effect in accordance with Sections 424 and 409A of the Code, in each case to the extent applicable. The Parties shall, prior to the Effective Time, take all actions, including obtaining appropriate resolutions of the RemainCo Board and the SpinCo Board, and providing all notices and obtaining all consents, that are necessary or desirable to give effect to the transactions contemplated by this Article IV.

(b) In addition, neither the Distribution nor any employment transfer described in Section 2.2 shall constitute a termination of employment for any Employee for purposes of any RemainCo Award, Post-Separation RemainCo Award or any SpinCo Award, as applicable. After the Effective Time, for any award adjusted under this Article IV, any reference to a “change in control,” “change of control” or similar definition in an award agreement, employment agreement or RemainCo Stock Plan applicable to such award (x) with respect to Post-Separation RemainCo Awards, shall be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, employment agreement or RemainCo Stock Plan (a “RemainCo Change in Control”), and (y) with respect to SpinCo Awards, shall be deemed to refer to a “Change in Control” as defined in the SpinCo Stock Plans or applicable award agreement (a “SpinCo Change in Control”).

(c) In the event of a RemainCo Change in Control, (i) any accelerated vesting and/or exercisability applicable to any Post-Separation RemainCo Award held by any RemainCo Employee or former RemainCo Employee shall apply to any SpinCo Award then held by any such individual, and (ii) any Post-Separation RemainCo Award then held by any SpinCo Employee or former SpinCo Employee shall fully vest (and, to the extent applicable, become exercisable). In the event of a SpinCo Change in Control, (i) any accelerated vesting and/or exercisability applicable to any SpinCo Award held by any SpinCo Employee or former SpinCo Employee shall apply to any Post-Separation RemainCo Award then held by any such individual, and (ii) any SpinCo Award then held by any RemainCo Employee or former RemainCo Employee shall fully vest (and, to the extent applicable, become exercisable).

(d) Except as otherwise provided in this Section 4.6(d) or Article VI, after the Effective Time, Post-Separation RemainCo Awards shall be settled by RemainCo, and SpinCo Awards shall be settled by SpinCo. Upon the vesting, payment or settlement, as applicable, of SpinCo Awards, SpinCo shall be solely responsible for ensuring the satisfaction of all applicable tax withholding requirements on behalf of each SpinCo Employee. Upon the vesting, payment or settlement, as applicable, of Post-Separation RemainCo Awards, RemainCo shall be solely responsible for ensuring the satisfaction of all applicable Tax withholding requirements on behalf of each RemainCo Employee. Following the Effective Time, RemainCo shall be responsible for all income tax reporting with respect to Post-Separation RemainCo Awards held by RemainCo Employees and SpinCo shall be responsible for all income tax reporting with respect to SpinCo Awards held by SpinCo Employees. RemainCo or SpinCo, as applicable, shall facilitate performance by the other Party of its obligations hereunder by promptly remitting amounts or shares withheld in conjunction with a transfer of shares or cash, either (as mutually agreed by the Parties) directly to the applicable taxing authority or to the other Party for remittance to such taxing authority. The Parties will cooperate and communicate with each other and with third-party providers to effectuate withholding and remittance of taxes, as well as required tax reporting, in a timely, efficient and appropriate manner.

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(e) Following the Effective Time, if any Post-Separation RemainCo Award shall fail to become vested, such Post-Separation RemainCo Award shall be forfeited to RemainCo, and if any SpinCo Award shall fail to become vested, such SpinCo Award shall be forfeited to SpinCo. The Parties will cooperate, notify and communicate with each other with respect to any such forfeitures for purposes of ensuring accurate records of outstanding awards can be maintained by each of the Parties, including, without limitation, that SpinCo will notify RemainCo promptly of any SpinCo Employee or SpinCo Director whose employment or service, as applicable, with the SpinCo Group terminates and RemainCo will notify SpinCo promptly of any RemainCo Employee or RemainCo Director whose employment or service, as applicable, with the RemainCo Group terminates, in each case, no greater than five (5) Business Days following any such termination.

(f) The Parties shall use their commercially reasonable efforts to maintain effective registration statements with the Securities Exchange Commission with respect to the awards described in this Article IV, to the extent any such registration statement is required by applicable Law.

(g) The Parties hereby acknowledge that the provisions of this Article IV are intended to achieve certain tax, legal and accounting objectives and, in the event such objectives are not achieved, the Parties agree to negotiate in good faith regarding such other actions that may be necessary or appropriate to achieve such objectives.

Section 4.7 Employee Stock Purchase Plan. The administrator of the RemainCo ESPP shall take all actions necessary and appropriate to (a) suspend payroll deductions and other contributions by RemainCo Employees and SpinCo Employees immediately following the Exercise Date (as defined in the RemainCo ESPP) that occurs on August 31, 2022; (b) terminate the participation of SpinCo Employees in the RemainCo ESPP effective no later than immediately prior to the Effective Time; and (c) commence a new Offering Period (as defined in the RemainCo ESPP) and resume payroll deductions and other contributions by RemainCo Employees on December 1, 2022 or such other date as may be determined by the administrator of the RemainCo ESPP. Effective as of or before the Distribution Date, SpinCo shall adopt an employee stock purchase plan in a form substantially similar to the RemainCo ESPP (the “SpinCo ESPP”), and the SpinCo Employees shall be eligible to participate in the SpinCo ESPP effective no later than December 1, 2022 or such other date as may be determined by the administrator of the SpinCo ESPP; provided, however, that SpinCo may delay implementation of the SpinCo ESPP in one or more countries to the extent necessary to complete those actions and undertakings that SpinCo, in its sole discretion, determines to be necessary or advisable to comply with applicable Law.

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ARTICLE V

ADDITIONAL MATTERS

Section 5.1 Annual Bonus Programs Annual cash bonuses payable under any Xperi Benefit Arrangement that provides for payments of annual bonuses or other annual cash incentive awards in respect of the 2022 fiscal year, in either case that relates to the IP Business with respect to RemainCo Employees or to the Product Business with respect to SpinCo Employees (the “2022 Cash Bonuses”) shall be determined as of the Effective Time based on actual performance results and level of performance achieved in respect of the portion of 2022 fiscal year that occurs up to the Effective Time measured against the applicable targets under the applicable Xperi Benefit Arrangement and, if and to the extent earned, the 2022 Cash Bonuses shall be paid to the eligible RemainCo Employees with respect to each Xperi Benefit Arrangement that relates to the IP Business and to the eligible SpinCo Employees with respect to each Xperi Benefit Arrangement that relates to the Product Business at the time or times RemainCo otherwise would have paid such 2022 Cash Bonuses in the ordinary course of business. Following the Effective Time, each of RemainCo and SpinCo shall determine appropriate performance measures to be used for the remainder of the 2022 fiscal year for eligible RemainCo Employees and SpinCo Employees, respectively.

Section 5.2 Time-Off Benefits. Unless otherwise required under applicable Law (a) SpinCo shall (i) credit each SpinCo Employee with the amount of accrued but unused vacation time, paid time-off and other time-off benefits as such SpinCo Employee had with the RemainCo as of immediately before the Distribution Date, and (ii) permit each such SpinCo Employee to use such accrued but unused vacation time, paid time off and other time-off benefits in the same manner and upon the same terms and conditions as the SpinCo Employee would have been so permitted under the terms and conditions of the applicable RemainCo policies in effect for the year in which such Distribution Date occurs, up to and including full exhaustion of such transferred unused vacation time, paid-time off and other time-off benefits (if such full exhaustion would be permitted under the applicable RemainCo policies in effect for that year in which the Distribution Date occurs); and (b) RemainCo shall (i) credit each RemainCo Employee with the amount of accrued but unused vacation time, paid time-off and other time-off benefits as such RemainCo Employee had with the RemainCo as of immediately before the Distribution Date, and (ii) permit each RemainCo Employee to use such accrued but unused vacation time, paid time off and other time-off benefits in the same manner and upon the same terms and conditions as the RemainCo Employee would have been so permitted under the terms and conditions of the applicable RemainCo policies in effect for the year in which the Distribution Date occurs, up to and including full exhaustion of such transferred unused vacation time, paid-time off and other time-off benefits (if such full exhaustion would be permitted under the applicable RemainCo policies in effect for that year in which the Distribution Date occurs).

Section 5.3 COBRA Compliance.

(a) Effective as of the Plan Transition Date, SpinCo shall assume and be responsible for administering compliance with the health care continuation requirements of COBRA, in accordance with the provisions of (i) the SpinCo Benefit Arrangements that are SpinCo Welfare Plans, with respect to SpinCo Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the SpinCo Welfare Plans at any time after the Plan Transition Date, and (ii) the SpinCo Transferred Benefit Arrangements with respect to SpinCo Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the SpinCo Transferred Benefit Arrangements at any time prior to the Plan Transition Date.

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(b) Effective as of the Plan Transition Date, RemainCo shall assume and be responsible for administering compliance with the health care continuation requirements of COBRA, in accordance with the provisions of the RemainCo Benefit Arrangements that are RemainCo Welfare Plans, with respect to RemainCo Employees and former RemainCo Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage (i) under the Xperi Benefit Arrangements at any time prior to the Plan Transition Date, or (ii) under the RemainCo Benefit Arrangements at any time on or after the Plan Transition Date.

Section 5.4 Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the Parties shall negotiate in good faith regarding the need for any treatment different from that otherwise provided herein with respect to the payment of compensation to ensure that the treatment of such compensation does not cause the imposition of a Tax under Section 409A of the Code. In no event, however, shall any Party be liable to another in respect of any Taxes imposed under, or any other costs or Liabilities relating to, Section 409A of the Code.

Section 5.5 Payroll Taxes and Reporting. The Parties shall (a) to the extent practicable, treat SpinCo (or the appropriate member of the SpinCo Group) and RemainCo (or the appropriate member of the RemainCo) as a “successor employer” or “predecessor,” as applicable, within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to SpinCo Employees and RemainCo Employees for purposes of Taxes imposed under the United States Federal Unemployment Tax Act or the United States Federal Insurance Contributions Act; and (b) cooperate with each other to avoid, to the extent possible, the filing of more than one IRS Form W-2 with respect to each SpinCo Employee and RemainCo Employee for the calendar year in which the Effective Time occurs.

Section 5.6 Regulatory Filings. Subject to applicable Law, RemainCo shall retain responsibility for all employee-related regulatory filings for reporting periods ending at or prior to the Effective Time, except for Equal Employment Opportunity Commission EEO-1 reports and affirmative action program (AAP) reports and responses to Office of Federal Contract Compliance Programs (OFCCP) submissions, for which RemainCo shall provide data and information (to the extent permitted by applicable Laws) to SpinCo, which shall be responsible for making such filings in respect of SpinCo Employees.

Section 5.7 Disability. To the extent any RemainCo Employee is, as of the Plan Transition Date, receiving payments as part of any short-term disability program that is part of a RemainCo Welfare Plan and that will become a SpinCo Transferred Benefit Arrangement as of the Plan Transition Date, such RemainCo Employee’s rights to continued short-term disability benefits (a) will end under any such RemainCo Welfare Plan as of the Plan Transition Date; and (b) all remaining rights will be recognized under a RemainCo Benefit Arrangement as of the Plan Transition Date, and the remainder (if any) of such RemainCo Employee’s short-term disability benefits will be paid by a RemainCo Welfare Plan that is a RemainCo Benefit Arrangement. In the event that any RemainCo Employee described above shall have any dispute with the short-term disability benefits they are receiving under a RemainCo Welfare Plan that is a RemainCo Benefit Arrangement, any and all appeal rights of such employees shall be realized through such RemainCo Welfare Plan (and any appeal rights such RemainCo Employee may have under any such RemainCo Welfare Plan will be limited to benefits received and time periods occurring prior to the Plan Transition Date).

17

ARTICLE VIs

GENERAL AND ADMINISTRATIVE

Section 6.1 Employer Rights. Nothing in this Agreement shall be deemed to be an amendment to any Xperi Benefit Arrangement, RemainCo Benefit Arrangement or SpinCo Benefit Arrangement or to prohibit any member of the IP RemainCo Group or the Product SpinCo Group, as the case may be, from amending, modifying or terminating any Xperi Benefit Arrangement, RemainCo Benefit Arrangement or SpinCo Benefit Arrangement at any time within its sole discretion.

Section 6.2 Effect on Employment. Nothing in this Agreement is intended to or shall confer upon any employee or former employee of RemainCo, SpinCo or any of their respective Affiliates any right to continued employment, or any recall or similar rights to any such individual on layoff or any type of approved leave.

Section 6.3 Consent of Third Parties. If any provision of this Agreement is dependent on the Consent of any third party and such Consent is withheld, the Parties shall use their commercially reasonable efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision (as applicable) in a mutually satisfactory manner.

Section 6.4 Access to Employees. On and after the Effective Time, RemainCo and SpinCo shall, or shall cause each of their respective Affiliates to, make available to each other those of their employees who may reasonably be needed in order to defend or prosecute any legal or administrative action (other than a legal action between RemainCo and SpinCo) to which any employee or director of the IP RemainCo Group or the Product SpinCo Group or any RemainCo Benefit Arrangement or SpinCo Benefit Arrangement is a party and which relates to a RemainCo Benefit Arrangement or SpinCo Benefit Arrangement. The Party to whom an employee is made available in accordance with this Section 6.4 shall pay or reimburse the other Party for all reasonable expenses which may be incurred by such employee in connection therewith, including all reasonable travel, lodging and meal expenses, but excluding any amount for such employee’s time spent in connection herewith.

Section 6.5 Employee Data Protection and the Data Sharing Agreement. The Data Sharing Agreement shall govern with respect to the maintenance, use, sharing and processing of Personal Information.

Section 6.6 Beneficiary Designation/Release of Information/Right to Reimbursement. To the extent permitted by applicable Law and except as otherwise provided for in this Agreement, all beneficiary designations, authorizations for the release of information and rights to reimbursement made by or relating to (a) SpinCo Employees under Xperi Benefit Arrangements shall be transferred to and be in full force and effect under the corresponding SpinCo Benefit Arrangements or SpinCo Transferred Benefit Arrangements until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply, to the relevant SpinCo Employee; and (b) RemainCo Employees under Xperi Benefit Arrangements shall be transferred to and be in full force and effect under the corresponding RemainCo Benefit Arrangements until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply, to the relevant RemainCo Employee.

18

Section 6.7 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties and, except to the extent otherwise expressly provided herein, nothing in this Agreement, express or implied, is intended to confer any rights, benefits, remedies, obligations or Liabilities under this Agreement upon any Person, including any RemainCo Employee, SpinCo Employee or other current or former employee, officer, director or contractor of the IP RemainCo Group or the Product SpinCo Group, other than the Parties and their respective successors and assigns.

Section 6.8 No Acceleration of Benefits. Except as otherwise provided in this Agreement, no provision of this Agreement shall be construed to create any right, or accelerate vesting or entitlement, to any compensation or benefit whatsoever on the part of any RemainCo Employee, SpinCo Employee or other former, current or future employee of the IP RemainCo Group or the Product SpinCo Group under any Benefit Arrangement of the IP RemainCo Group or the Product SpinCo Group.

Section 6.9 Employee Benefits Administration. At all times following the date hereof, the Parties will cooperate in good faith as necessary to facilitate the administration of employee benefits and the resolution of related employee benefit claims with respect to SpinCo Employees and RemainCo Employees, as applicable, including with respect to the provision of employee level information necessary for the other Party to manage, administer, finance and file required reports with respect to such administration.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Amendments and Waivers.

(a) This Agreement may not be amended except by an agreement in writing signed by both Parties.

(b) Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party entitled to the benefit thereof and any such waiver shall be validly and sufficiently given for the purposes of this Agreement if it is in writing signed by an authorized representative of such Party. No delay or failure in exercising any right, power or remedy hereunder shall affect or operate as a waiver thereof; nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that either Party would otherwise have.

Section 7.2 Entire Agreement. This Agreement, the Separation Agreement, and the Data Sharing Agreement, including the Exhibits and Schedules referenced herein and therein and attached hereto and thereto, constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersede all prior negotiations, agreements, commitments, writings, courses of dealing and understandings with respect to the subject matter hereof.

19

Section 7.3 Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

Section 7.4 Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

Section 7.5 Notices. All notices, requests, permissions, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) five (5) Business Days following sending by registered or certified mail, postage prepaid, (b) when sent, if sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient, (c) when delivered, if delivered personally to the intended recipient, and (d) one (1) Business Day following sending by overnight delivery via a national courier service and, in each case, addressed to a Party at the following address for such Party (as updated from time to time by notice in writing to the other Party):

i. If to RemainCo:

c/o Xperi Holding Corporation

3025 Orchard Parkway

San Jose, CA 95134

Attention: General Counsel

ii. If to SpinCo:

Xperi Inc.

2160 Gold Street

San Jose, CA 95002

Attention: General Counsel

Section 7.6 Counterparts; Electronic Delivery. This Agreement may be executed in multiple counterparts, each of which when executed shall be deemed to be an original, but all of which together shall constitute one and the same agreement. Execution and delivery of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic means shall be deemed to be, and shall have the same legal effect as, execution by an original signature and delivery in person.

Section 7.7 Severability. If any term or other provision of this Agreement or the Schedules attached hereto is determined by a nonappealable decision by a court, administrative agency or arbitrators to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected

20

in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrators shall interpret this Agreement so as to affect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable.

Section 7.8 Assignability; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns; provided, however, that the rights and obligations of each Party under this Agreement shall not be assignable, in whole or in part, directly or indirectly, whether by operation of law or otherwise, by such Party without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed) and any attempt to assign any rights or obligations under this Agreement without such consent shall be null and void. Notwithstanding the foregoing, either Party may assign its rights and obligations under this Agreement to any of their respective Affiliates; provided that no such assignment shall release such assigning Party from any liability or obligation under this Agreement.

Section 7.9 Termination; Effect of Termination. Upon written notice, this Agreement may be terminated at any time prior to the Effective Time by and in the sole discretion of RemainCo without the approval of SpinCo or any other party thereto. In the event of termination pursuant to this Section 7.9, neither Party shall have any Liability of any kind to the other Party as a result of such termination.

Section 7.10 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive Laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the Laws of any other jurisdiction.

Section 7.11 Construction. This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have relied upon their own knowledge and judgment. The Parties have had access to independent legal advice, have conducted such investigations they thought appropriate, and have consulted with such other independent advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

21

Section 7.12 Performance. Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party.

Section 7.13 Title and Headings. Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 7.14 Schedules. The Schedules attached hereto are incorporated herein by reference and shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

[Signature Page Follows]

22

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

XPERI HOLDING CORPORATION
By:
	Name:
	Title:
XPERI INC.
By:
	Name:
	Title:

23

Schedule 1.1

[omitted]

24

Schedule 3.1

[omitted]

25

Schedule 4.4

[omitted]

26

EX-10.3

Exhibit 10.3

[CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.]

CROSS BUSINESS LICENSE AGREEMENT

BETWEEN

XPERI INC.

AND

ADEIA INC.

ADEIA MEDIA LLC

ADEIA MEDIA HOLDINGS LLC

EFFECTIVE AS OF [•]

CONFIDENTIAL

SCHEDULES
SCHEDULE 1	Additional License Terms
SCHEDULE 1-A	Inventor Support
SCHEDULE 1-B	Patent Pick Right
SCHEDULE 2	Litigation Support
SCHEDULE 3	[***]
SCHEDULE 4	Advertising
SCHEDULE 5	Metadata
SCHEDULE 6	Personalized Content Discovery
SCHEDULE 7	TV Viewership Data

1

CROSS BUSINESS LICENSE AGREEMENT

This CROSS BUSINESS LICENSE AGREEMENT (this “Agreement”) is effective as of [•] (the “Effective Date”), by and between Xperi Inc. (f/k/a TiVo Product HoldCo Corporation), a corporation organized under the laws of Delaware, whose principal place of business is located at 2160 Gold Street, San Jose, CA 95002 (“ProductCo”) on behalf of itself and its Affiliates, Adeia Inc. (f/k/a Xperi Holding Corporation), a corporation organized under the laws of Delaware (“Adeia”) on behalf of itself and its Affiliates, Adeia Media LLC (f/k/a Rovi LLC), a limited liability company organized under the laws of Delaware (“Adeia Media”) on behalf of itself and its Affiliates, and Adeia Media Holdings LLC (f/k/a TiVo LLC), a limited liability company organized under the laws of Delaware (“Adeia Media Holdings”) on behalf of itself and its Affiliates, each of whose principal place of business is located at 3025 Orchard Parkway, San Jose, CA 95134 (Adeia, Adeia Media and Adeia Media Holdings collectively, “IPCo”). Each of ProductCo, Adeia, Adeia Media and Adeia Media Holdings may be individually referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS, the Parties have entered into that Separation and Distribution Agreement pursuant to which the ProductCo Entities separated from Adeia (the “Separation” and such agreement, the “Separation Agreement”),

WHEREAS, in connection with the Separation, the IPCo Entities retained all rights to certain patents owned by Adeia and its Subsidiaries and other valuable assets of Adeia and its Subsidiaries,

WHEREAS, the IPCo Entities desire to license such patents and other patents to the ProductCo Entities to allow the ProductCo Entities to continue Adeia’s and its Subsidiaries’ existing product business after the Separation,

WHEREAS, the ProductCo Entities desire to obtain such license in accordance with the terms and conditions of this Agreement; and

WHEREAS, all of the rights, licenses, immunities, covenants, representations warranties granted under this Agreement by the IPCo Entities and the financial provisions related thereto are being provided to the ProductCo Entities in the context of (a) the broader Separation and consideration between the IPCo Entities and the ProductCo Entities, including the rights and the value of the assets retained by the IPCo Entities under the Separation Agreement, and (b) the unique services that the ProductCo Entities agree to provide to the IPCo Entities under this Agreement, including the Inventor Support and Litigation Support (collectively, the “Specified Conditions”).

NOW, THEREFORE, in consideration of the rights, licenses, immunities, covenants, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1

1. DEFINITIONS AND REFERENCES

1.1 Definitions. In addition to the capitalized terms defined throughout this Agreement the following terms when used herein, have the respective meanings assigned to them below:

“Acquired Patents” means Patents acquired by any IPCo Entity from a third party pursuant to a Patent purchase or the acquisition of a Person, at any time between the Effective Date and the end of the Term, where the transaction or series of related transactions under which such Patents are acquired is for less than [***] (a) which are owned by any IPCo Entity; or (b) under which any IPCo Entity has or obtains, at any time between the Effective Date and the end of the Term, the contractual right to grant licenses or sublicenses to third parties, but in each of case (a) and (b), only to the extent that such rights are available for license or sublicense by any IPCo Entity to the ProductCo Entities within the scope set forth in this Agreement. For the avoidance of doubt, the definition of Acquired Patents does not include any claim of any Patent in which any IPCo Entity acquires rights after the Effective Date if a grant of a license or the exercise of rights thereunder would result in (i) the payment of fees, royalties or other consideration by any IPCo Entity to a third party (other than payments between or among the IPCo Entities or except when a ProductCo Entity is willing to pay the applicable fees, royalties or other consideration to such third party), or (ii) the loss of such rights in such acquired Patent by any IPCo Entity.

“Action” means any demand, action, claim, cause of action, suit, countersuit, arbitration, inquiry, case, litigation, subpoena, proceeding or investigation (whether civil, criminal or administrative) by or before any court or grand jury, any Governmental Entity or any arbitration or mediation tribunal or authority.

“Advertising” means the ProductCo Entities’ data and advertising products as further described in Schedule 4.

“Affiliate” means, with respect to any Person, any other Person who, as of the relevant time for which the determination of affiliation is being made, directly or indirectly Controls, is Controlled by, or is under common Control with, such Person, but such Person shall be an “Affiliate” only for so long as such control exists. Notwithstanding anything in this Agreement to the contrary, (a) with respect to Adeia Media, Affiliates shall be limited to Subsidiaries of Adeia Media, (b) with respect to Adeia Media Holdings, Affiliates shall be limited to Subsidiaries of Adeia Media Holdings other than Adeia Media and its Subsidiaries, and (c) with respect to Adeia, Adeia Media and its Affiliates and Adeia Media Holdings and its Affiliates shall at no time be considered Affiliates of Adeia.

“Agreement Year” shall mean a period of twelve (12) months commencing on [__________]¹ and ending on [__________] during the Term.

[***]

“Applicable Law” means, with respect to any Person, any transnational, domestic or foreign federal, state, or local law (statutory, common, or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated, or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

¹  Insert month and day of Effective Date. For example, if Effective Date is June 1, 2022, June 1. Second blank would then be May 31.

2

“Business Day” means a day, other than Saturday, Sunday, or other day on which commercial banks in California are authorized or required by Applicable Law to close.

[***]

“Change of Control” means, with respect to any Party, (a) any consolidation, merger or other capital reorganization or business combination of such Party with or into any other corporation, limited liability company or other entity other than the Existing Holders, (b) the sale, transfer, or assignment of securities of such Party representing a majority of the voting power of all of such Party’s outstanding voting securities to a third-party acquiring party or group other than the Existing Holders, (c) any Acquirer (as defined in Section 12.5), other than the Existing Holders, obtaining the majority of the power, directly or indirectly, to direct or cause the direction of the management and policies of such Party, or (d) the consummation of a transaction, or series of related transactions, in which any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) other than the Existing Holders becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of a majority of the Party’s then outstanding voting securities. For the avoidance of doubt, under no circumstances shall any internal reorganization of a Party or any separation, spin-out, initial public offering or other change in ownership of a Party or its Affiliates that does not involve a bona fide, unaffiliated, third-party acquirer constitute a Change of Control that would in any way limit (a) any of the rights, licenses, covenants-not-to-sue, indemnity, or other immunities granted to a Party and its Affiliates under this Agreement, or (b) any of the obligations of the other Party or its Affiliates under this Agreement.

[***]

“Component Technologies” means any components, modules, or portions of a video entertainment platform (other than an IPG) that are provided or performed by or on behalf of a ProductCo Entity, but not as part of or bundled with a comprehensive video entertainment platform. The Parties acknowledge and agree that the ProductCo Entities’ following technology offerings, as they exist on the Effective Date and new versions thereof that are the natural growth and evolution of such products (so long as such new versions continue to meet the definition of Component Technologies), constitute Component Technologies under this Agreement: Personalized Content Discovery, Metadata, TV Viewership Data, and Advertising.

“Confidential Information” means any and all non-public, confidential and/or proprietary information of a Party or its Affiliates disclosed by the disclosing Party or its representatives to the receiving Party or its representatives, whether orally, in writing or otherwise. Without limiting the generality of the foregoing, Confidential Information may include, the terms and provisions of this Agreement and all business, technical (e.g., information that relates to or concerns Patents, trade secrets, research, experimental work, product plans, products, developments, know-how, inventions, processes, design details, engineering, technology, software (including source and object code), algorithms) and financial information used, obtained or maintained by such Party or its Affiliates which provides such Party or its Affiliates an advantage over competitors who do not know or use it and derives to such Party economic value (actual or potential) from not being generally known to the public or to other entities who can obtain economic or other value from its disclosure and use.

3

“Control” means, when used with respect to any Person, (a) the direct or indirect ownership or control (whether by contract or otherwise) of more than fifty percent (50%) of the stock or shares entitled to vote for the election of directors or similar managing authority, or to direct the vote in such elections, or (b) otherwise having the power (whether by contract or otherwise) to direct management policies, and the terms “Controlling” and “Controlled” have correlative meanings.

“Developed Patents” means Patents owned by any IPCo Entity based on inventions developed by or for such IPCo Entity and any Patents that issue therefrom at any time between the Effective Date and the end of the Term.

“Exchange Act” has the meaning given to such term in the definition of Change of Control.

[***]

[***]

“Excluded Products” means [***].

[***]

“Existing Holders” means, with respect to a Party undergoing a transaction described in the definition of Change of Control, the equity holders (or Affiliates thereof) holding, directly or indirectly, more than fifty percent (50%) of the voting interest of such Party immediately prior to such transaction.

“Governmental Authority” means any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, commission, department, board, bureau or court, whether domestic, foreign, multinational or supranational exercising executive, legislative, judicial, regulatory, self-regulatory or administrative functions of or pertaining to government and any executive official thereof.

[***]

[***]

“Inventor Support” means the inventor support set forth on Schedule 1-A.

“IPCo Entities” means each of Adeia, Adeia Media, Adeia Media Holdings and their Affiliates.

[***]

“IPG” means any electronic or interactive program guide by which an end-user can (a) access program information (text, graphics, video or any combination thereof) for video programming and other related services, whether scheduled, delivered on demand or time-delayed (e.g., broadcast, cable, satellite, OTT, PPV, NVOD, SVOD, VOD, DVR), (b) navigate interactively through such program information, and/or (c) access such video programming and other related services through such program information.

4

[***]

“License Fees” means [***].

“Licensed Patents” means the Separation Patents, the Developed Patents, and the Acquired Patents. For clarity, (a) the rights, licenses, covenants-not-to-sue, indemnity and other immunities granted under this Agreement with respect to Licensed Patents owned by Adeia Media and its Affiliates are being granted by Adeia Media, on behalf of itself and its Affiliates (and not by Adeia or Adeia Media Holdings), (b) the rights, licenses, covenants-not-to-sue, indemnity and other immunities granted under this Agreement with respect to Licensed Patents owned by Adeia Media Holdings and its Affiliates are being granted by Adeia Media Holdings, on behalf of itself and its Affiliates (and not by Adeia or Adeia Media), and (c) the rights, licenses, covenants-not-to-sue, indemnity and other immunities granted under this Agreement with respect to Licensed Patents owned by Adeia and its Affiliates are being granted by Adeia, on behalf of itself and its Affiliates (and not by Adeia Media or Adeia Media Holdings).

“Licensed Products” means the Non-Media Licensed Products and Media Licensed Products.

“Limited Acquisition” means a ProductCo Entity’s acquisition of a line of business from a Person that is not an Excluded Customer or of a Person that is not an Excluded Customer and that becomes under ProductCo’s Control after the acquisition, where the acquisition has an aggregate fair market value of less than [***].

“Linear Fixed Schedule Programming” means video programming that is provided to multiple end-users at a prescheduled time as part of a channel.

“Litigation Support” means the litigation support set forth on Schedule 2.

“Media Field” means the field of video or other digital media consumption or delivery in any medium now known or hereafter invented, including, without limitation, multi-channel video programming, Linear Fixed Schedule Programming, OTT internet streaming services and content, IPGs, digital video recorders, and video on demand.

“Media Licensed Products” means (a) Pay-TV Products, (b) Non-Pay-TV Media Products, and (c) products and services acquired by ProductCo pursuant to a Limited Acquisition, solely with respect to the period from and after the closing of such Limited Acquisition, so long as such products and services meet the definition of Non-Pay-TV Media Products or Pay-TV Products. “Media Licensed Products” shall explicitly exclude Component Technologies and Third-Party Applications.

“Metadata” means the ProductCo Entities’ metadata products as further described in Schedule 5.

[***]

5

“Multichannel Video Programming Distributor” or “MVPD” means any telco, cable operator, multichannel multipoint distribution service, direct broadcast satellite service, television receive-only satellite program distributor, or other distributor of video programming, in each case who makes available for purchase, by subscribers or customers, multiple channels of Linear Fixed Schedule Programming provided by multiple unaffiliated third-party content providers.

“Newly Owned” means any issued Patent that a Party has owned for less than six (6) months.

“Non-Media Licensed Products” means any products or services that are provided or performed by or on behalf of a ProductCo Entity exclusively under a ProductCo Entity-owned or controlled brand, which products and services are not specifically for use in the Media Field. For the avoidance of doubt, “Non-Media Licensed Products” expressly excludes (a) Media Licensed Products, (b) any portion of any product or service that displays program information for or provides access to a Pay-TV Service, (c) any Pay-TV Service, and (d) any Third-Party Application. The Parties acknowledge and agree that the products and services made, have made, sold, offered for sale, leased, offered for lease, imported, exported, licensed, or otherwise Transferred directly or indirectly by FotoNation Limited, Perceive Corporation, and/or DTS, Inc. and/or any of their respective Subsidiaries as they existed as of or prior to the Effective Date and new versions thereof that are the natural growth and evolution of such products (so long as such new versions continue to meet the definition of Non-Media Licensed Products), constitute Non-Media Licensed Products; provided that Non-Media Licensed Products are not limited to the foregoing products.

“Non-Pay-TV Media Product” means [***]. The Parties acknowledge and agree that (A) any products or services of the ProductCo Entities specifically for use in the Media Field (that are not Pay-TV Products) that are commercially deployed or for which significant steps have been taken toward development or commercialization as of the Effective Date and new versions thereof that are the natural growth and evolution of such products (so long as such new versions continue to meet the definition of Non-Pay-TV Media Products), and (B) the following video entertainment platforms as they exist on the Effective Date and new versions thereof that are the natural growth and evolution of such platforms (so long as such new versions continue to meet the definition of Non-Pay-TV Media Products), constitute “Non-Pay-TV Media Products”: “TiVo Stream 4K,” “TiVo Stream App,” “TiVo OS,” “TiVo Edge for Antenna,” “TiVo Mini Lux,” and direct-to-consumer DVR devices; provided that Non-Pay-TV Media Products are not limited to the foregoing products.

“Patents” means any United States, international or foreign classes or types of patents, utility models, design patents, applications (including provisional applications), certificates of invention, reissues, divisionals, continuations, continuations-in-part, extensions, renewals, reexaminations, and foreign counterparts thereof.

“Pay-TV Product” means [***]. “Pay-TV Product” expressly excludes any Third-Party Applications. The Parties acknowledge and agree that the ProductCo Entities’ following video entertainment software platforms, as they exist on the Effective Date and new versions thereof that are the natural growth and evolution of such products (so long as such new versions continue to meet the definition of Pay-TV Products), constitute “Pay-TV Products”: “iGuide,” “Passport,” “DTA Guide,” “TiVo Experience 4,” and “MobiTV”; provided that the Pay-TV Products are not limited to the foregoing products.

6

“Pay-TV Provider” means a provider of Pay-TV Services.

“Pay-TV Provider Subscriber” means any Person or location that is intentionally authorized by a Pay-TV Provider to receive one or more Pay-TV Services, whether single-family residential, commercial (including bars, restaurants, offices and retail stores) or a multiple-dwelling unit (including hotels, motels and hospitals) through a Pay-TV Produc[***].

[***]

[***]

[***]

[***]

“Pay-TV Service” means [***].

[***]

[***]

[***]

[***]

[***]

[***]

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Authority.

“Personalized Content Discovery” means the ProductCo Entities’ personalized content discovery products as further described in Schedule 6.

“Pick Right” has the meaning given to such term in Section 6 of Schedule 1 (Pick Right).

[***]

[***]

“ProductCo Customers” means any Person that purchases Media Licensed Products directly or indirectly from (i) a ProductCo Entity or (ii) an IPCo Entity prior to the Effective Date, including, in each case, by way of example, a Pay-TV Provider and its Pay-TV Provider Subscribers.

“ProductCo Entities” means ProductCo and its Affiliates.

[***]

7

[***]

[***]

[***]

“Separation Patents” means any Patents that are owned by any IPCo Entity on the Effective Date and any Patents that issue therefrom after the Effective Date.

“Subsidiary” means, with respect to any Person, any other Person Controlled by such Person, but such Person shall be a “Subsidiary” only for so long as such Control exists.

“Third-Party Applications” means [***].

“Transfer” means provide, deliver, or distribute (including, install or download) regardless of the basis, amount, or timing of compensation (if any).

“TV Viewership Data” means the ProductCo Entities’ TV viewership data product as further described in Schedule 7.

[***]

[***]

[***]

1.2 Other Definitional and Interpretive Provisions. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Sections and Schedules are to Sections and Schedules of this Agreement unless otherwise specified. All Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and terms comparable thereto refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute, rule or regulation shall be deemed to refer to such statute, rule or regulation as amended or supplemented from time to time, including through the promulgation of applicable rules or regulations. References to any agreement or contract are to that agreement or contract as amended, modified, or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including such date or through and including such date, respectively. References to one gender include all genders. All amounts due hereunder shall be made via wire transfer in accordance with instructions to be supplied during the Term and shall be payable in funds denominated in U.S. dollars.

8

2. LICENSE

2.1 IP License under the Licensed Patents for Media Licensed Products. In consideration of the Specified Conditions and the other obligations of ProductCo under this Agreement, IPCo on behalf of the IPCo Entities hereby grants to the ProductCo Entities, under the Licensed Patents and during the Term (except as set forth below and in Section 7 (Term and Termination), a worldwide, irrevocable (except as set forth in Section 7 (Term and Termination)), non-exclusive, non-sublicensable (except as set forth in Section 2.2 (Sublicense Rights)), non-transferable (except as otherwise permitted under this Agreement) right and license to: (a) make and have made Media Licensed Products, (b) sell, offer for sale, lease, offer for lease, import, export, license, or otherwise Transfer Media Licensed Products directly or indirectly to ProductCo Customers, and (c) use, and permit ProductCo Customers to use Media Licensed Products. [***].

2.2 Sublicense Rights. ProductCo Entities may grant to manufacturers, suppliers, distributors, and resellers of Licensed Products, limited non-exclusive sublicenses under the Licensed Patents (as applicable, per the terms of the applicable license), solely for the purpose of allowing such Person to make, have made, sell, offer for sale, lease, offer for lease, import, export, license or otherwise Transfer and/or use Licensed Products on behalf of and for the benefit of the ProductCo Entities as licensed under this Agreement. Any limited sublicenses granted shall be subject to the license limitations and all other applicable terms set forth in this Agreement. ProductCo will be responsible for paying any applicable License Fees specified for the Media Licensed Products, even if such Media Licensed Products are sold on behalf of ProductCo through a Person pursuant to a sublicense license granted to it under this Section 2.2. The Parties acknowledge and agree that the sublicenses granted under this Section 2.2 are intended to provide third parties with sufficient rights to deploy Media Licensed Products under the terms and conditions of this Agreement and are not intended to be used by ProductCo in an attempt to provide third parties with a license under the Licensed Patents for products not licensed under this Agreement.

2.3 [***].

2.4 Reservation of Rights. Except as expressly set forth in this Agreement, no right, license, covenant-not-to-sue, release or other immunity is granted, by estoppel, implication, exhaustion, other doctrine of law, equity or otherwise, under any intellectual property right, to any Party or any of its Affiliates. Any future encumbrance, assignment, license, sublicense, or other transfer of or rights to or impacting any of the Licensed Patents shall be made subject to this Agreement, including all rights, licenses, covenants-not-to-sue, releases and other immunities granted to the ProductCo Entities.

3. FEES

3.1 License Fees. [***]

9

3.2 License Fee Adjustments. [***].

3.3 Calculation [***].

3.4 [***].

3.5 Payment Terms [***].

3.6 Taxes.

(a) Withholdings or Deductions. Notwithstanding Section 3.6(b) (Other Taxes), ProductCo is entitled to deduct and withhold from any consideration payable under or otherwise deliverable under this Agreement amounts required to be deducted or withheld under Applicable Law (“Withholding Taxes”); provided that ProductCo will timely: (i) remit Withholding Taxes to the appropriate tax authority, (ii) provide all original receipts or necessary documentation evidencing payment to the relevant Governmental Authority to IPCo, and (iii) cooperate with IPCo as reasonably requested to support foreign tax credits IPCo may claim attributable to Withholding Taxes.

(b) Other Taxes. For all other taxes and fees, each Party shall be responsible for its own respective taxes, tariffs, fees, duties, levies, or charges imposed on or with respect to income or receipts, net worth, or real, tangible, intangible property it owns or leases, for franchise, privilege or other taxes, tariffs, or impositions on its own business or resulting from its own business activities.

(c) Tax Cooperation. The Parties agree to reasonably cooperate with each other on matters under this Section 3.6 (Taxes).

3.7 Reports and Audit Rights.

(a) Reports. [***].

(b) [***].

(c) Audit Rights. [***].

10

4. REPRESENTATIONS AND WARRANTIES

4.1 IPCo Entity Representations and Warranties. IPCo represents, warrants and covenants to ProductCo that: (a) this Agreement is a legal, valid and binding obligation of IPCo, enforceable against each IPCo Entity in accordance with its terms, and IPCo has the right to enter into this Agreement on behalf of each IPCo Entity and to cause each IPCo Entity to comply with its terms and conditions; (b) the individual signing this Agreement on behalf of IPCo is duly authorized by IPCo to do so and to bind each IPCo Entity to this Agreement, without any further act or authorization; [***].

4.2 ProductCo Representations and Warranties. ProductCo represents, warrants and covenants to IPCo that: (a) this Agreement is a legal, valid and binding obligation of ProductCo, enforceable against each ProductCo Entity in accordance with its terms, and ProductCo has the right to enter into this Agreement on behalf of each ProductCo Entity and to cause each ProductCo Entity to comply with its terms and conditions; and (b) the individual signing this Agreement on ProductCo’s behalf is duly authorized by ProductCo to do so and to bind each ProductCo Entity to this Agreement, without any further act or authorization.

4.3 No Other Representations or Warranties. EACH PARTY HEREBY ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY HAS MADE NOR SHALL BE DEEMED TO HAVE MADE, AND EACH PARTY HEREBY DISCLAIMS, ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED (WHETHER BY STATUTE, CUSTOM OR OTHERWISE), INCLUDING ANY REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED) AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE OR NON-INFRINGEMENT, VALIDITY OR ENFORCEABILITY OF INTELLECTUAL PROPERTY. SUBJECT TO SECTIONS 4.1(C) AND 4.1(D), WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IPCO DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE EXPLOITATION OF THE LICENSED PRODUCTS LICENSED HEREUNDER DOES NOT AND SHALL NOT INFRINGE ANY PATENT, COPYRIGHT, MASK WORK, TRADE SECRET OR OTHER PROPRIETARY OR INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY.

5. CONFIDENTIAL INFORMATION

5.1 Obligations of Confidentiality. In connection with the Parties’ activities under this Agreement, each Party and its Affiliates may be supplying or disclosing to the other Party and its Affiliates, in confidence, certain Confidential Information. All Confidential Information shall be and shall remain the sole and exclusive property of the disclosing Party or its Affiliates. Except as specifically provided elsewhere in this Agreement, the receiving Party shall not use the Confidential Information of the disclosing Party other than for the purposes of this Agreement, and shall disclose the same only on a need-to-know basis to those of its Affiliates and its and their full-time employees, and contractors expressly contemplated hereunder who are subject to written confidentiality agreements with terms no less stringent than those provided in this Section 5 (Confidential Information). Each Party shall diligently enforce such confidentiality agreements with its Affiliates and its and their employees and contractors and shall be responsible for any breach of such Party’s confidentiality obligations under this Agreement by its Affiliates and its and their employees and contractors. Other than as provided in this Agreement, receiving Party shall not disclose disclosing Party’s Confidential Information to third parties. Each of the Parties shall and shall cause their Affiliates to use at least the same procedures and degree of care which it uses to prevent the disclosure of its own Confidential Information, but in no event less than a reasonable standard of care. The Parties’ confidentiality obligations under this Section 5

11

(Confidential Information) shall survive the termination or expiration of this Agreement. Upon termination of this Agreement, if requested by the disclosing Party, the receiving Party shall promptly return to the disclosing Party or destroy all documents, records, notebooks, and other materials (in any form or format) containing or reflecting any Confidential Information (excluding the terms and conditions of this Agreement) of the disclosing Party then in the receiving Party’s possession or control.

5.2 Exclusions. The Parties’ confidentiality obligations under this Agreement will not apply to any information that (a) is or becomes generally known to the public without fault of receiving Party, (b) receiving Party can show by written documentation was in its possession without any obligation of confidentiality prior to receipt thereof from disclosing Party, (c) receiving Party can show by written documentation, was independently developed by receiving Party without use of or reference to the Confidential Information of disclosing Party, or (d) receiving Party can show by written documentation, is rightfully obtained by receiving Party from a third party without any obligation of confidentiality to disclosing Party. Nothing in this Agreement will prohibit receiving Party from disclosing Confidential Information of disclosing Party if legally required to do so by Applicable Law (including any rules of, or any listing agreement with, any national stock exchange or national listing system) or Governmental Authority, judicial or governmental order or in a judicial or governmental proceeding (“Required Disclosure”); provided that receiving Party shall (i) give disclosing Party reasonable notice of such Required Disclosure prior to disclosure, (ii) cooperate with disclosing Party in the event that it elects to contest such disclosure or seek a protective order with respect thereto, and (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure. Confidential Information that is disclosed pursuant to a Required Disclosure shall remain otherwise subject to the confidentiality provisions of this Agreement, and the Party disclosing Confidential Information pursuant to Required Disclosure shall take all reasonable steps necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such Confidential Information

5.3 Permitted Disclosures. Each Party may provide a copy of this Agreement to the following Person who are under written obligations of confidentiality substantially similar to those set forth in this Agreement: potential acquirers, merger partners or investors and to their employees, agents, attorneys, investment bankers, financial advisors, and auditors in connection with the due diligence review of such Party. Each Party also may provide a copy of this Agreement to (a) the Party’s or its Affiliate’s public accounting firm in connection with the quarterly and annual financial or tax audits, (b) to the Party’s or its Affiliate’s outside legal advisors in connection with obtaining legal advice relating to this Agreement, the relationship established by this Agreement or any related matters. Each Party may also disclose this Agreement to Governmental Authorities as necessary to enforce or satisfy the terms and conditions of this Agreement (including by filing this Agreement with any Governmental Authority), with appropriate redactions where permitted by Applicable Law or such Governmental Authority.

5.4 Injunctive Relief. Receiving Party acknowledges and agrees that due to the unique nature of disclosing Party’s Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow receiving Party or third parties to unfairly compete with disclosing Party resulting in irreparable harm to disclosing Party and, therefore, that upon any such breach or any threat thereof, disclosing Party will be entitled to seek appropriate equitable relief without the requirement of posting a bond, in addition to whatever remedies it might have at law. Receiving Party will notify disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breach of which it is aware.

12

6. LIMITATION OF LIABILITY

6.1 Limitation of Liability. [***], UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, LOSS OF REVENUES, PROFITS, USE, GOODWILL, MARKET SHARE OR BUSINESS OPPORTUNITY, IN CONNECTION WITH ANY CLAIM OR ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF THIS AGREEMENT.

7. TERM AND TERMINATION

7.1 Term. This Agreement shall be effective as of Effective Date and shall continue in effect until the tenth (10^th) anniversary of the Effective Date, unless terminated earlier in accordance with Section 7.2 (Termination for Challenge) or 7.3 (Termination for Breach) (such period of effectiveness, the “Term”).

7.2 Termination for Challenge. IPCo may terminate this Agreement if any ProductCo Entity, directly or indirectly, challenges the validity or enforceability of any Licensed Patent in any court or administrative agency, or provides financing or direction for such a challenge by a third-party, and fails to rescind or terminate such challenge within thirty (30) days of receiving notice from IPCo Entities. [***].

7.3 Termination for Breach.

(a) IPCo may terminate this Agreement if any ProductCo Entity is in material breach of any of its covenants, agreements, representations, or warranties contained in this Agreement and fails to remedy or cure such breach (if capable of being remedied or cured) within thirty (30) days after receiving written notice thereof.

(b) ProductCo may terminate this Agreement if any IPCo Entity is in material breach of any of its covenants, agreements, representations, or warranties contained in this Agreement and fails to remedy or cure such breach (if capable of being remedied or cured) within thirty (30) days after receiving written notice thereof.

7.4 Effect of Expiration of this Agreement. Upon expiration of this Agreement:

(a) [***], all rights and licenses granted to the ProductCo Entities for the Media Licensed Products shall immediately terminate[***];

(b) All rights and licenses granted to the ProductCo Entities for the Non-Media Licensed Products under the Acquired Patents and Developed Patents shall immediately terminate [***]; and

13

(c) All other rights and licenses shall survive or terminate per the terms of the applicable licenses set forth in this Agreement.

7.5 [***]

7.6 Survival. For clarity, the license granted in Section 2.1 (IP License under the Licensed Patents for Media Licensed Products) under the Separation Patents will continue for the remainder of the Term [***] regardless of any early termination hereof. The expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination, nor shall the expiration or termination of this Agreement preclude any Party from pursuing any and all rights and remedies it may have under this Agreement, at law or in equity, with respect to any breach of this Agreement. Upon termination or expiration of this Agreement, all rights and licenses shall survive or terminate per the terms of the applicable right and license set forth in this Agreement.

8. LITIGATION SUPPORT. For as long as any ProductCo Entity is a licensee of any Licensed Patent, ProductCo agrees to, and agrees to cause the ProductCo Entities to, provide all relevant documentation and perform all acts reasonably necessary and reasonably requested by IPCo to assist the IPCo Entities in satisfying the domestic industry requirement under International Trade Commission rules, and other litigation support. Additional details regarding litigation support are set forth in Schedule 2.

9. ACQUISITION AND DIVESTITURE OF OR BY PRODUCTCO [***].

10. [***]

11. [***].

11.1 [***].

11.2 Acquisition of IPCo. Notwithstanding anything to the contrary in this Agreement, if any third party acquires Control of IPCo or becomes under common Control with IPCo, or IPCo consolidates, merges or otherwise combines with a third party, then the licenses and other rights granted under this Agreement by the IPCo Entities (including, for clarity, the Indemnification Obligations and Standstill granted by the IPCo Entities) shall not include any Patents owned by such third party or by any Person that was an Affiliate of such third party immediately prior to such acquisition, consolidation, merger or other combination.

14

12. MISCELLANEOUS PROVISIONS

12.1 Separate Entities. No officer, employee, agent or independent contractor of either Party or its Affiliates shall at any time be deemed to be an officer, employee, agent, or independent contractor of the other Party for any purpose whatsoever, and the Parties shall use commercially reasonable efforts to prevent any such misrepresentation. Nothing in this Agreement shall be deemed to create any joint venture, partnership, or principal-agent relationship between the Parties, and neither Party shall hold itself out in its advertising or in any other manner which would indicate any such relationship with the other Party.

12.2 Notices. All notices, requests and other communications to any Party hereunder shall be in writing (including electronic mail (“e-mail”) transmission, so long as a receipt of such e-mail is requested and received) and shall be given,

if to ProductCo, to:

Xperi Inc.

2160 Gold Street, San Jose, CA 95002

Attention: [•]

E-mail: [•]

with a copy to:

[•]

[•]

Attention: [•]

E-mail: [•]

if to IPCo, to:

Adeia Inc.

3025 Orchard Parkway, San Jose, CA 95134

Attention: [•]

E-mail: [•]

with a copy to:

[•]

[•]

Attention: [•]

E-mail: [•]

or such other address as such Party may hereafter specify for the purpose by notice to the other Party. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

15

12.3 Bankruptcy. All rights and licenses granted under this Agreement are, and will be deemed to be, licenses of rights to and respecting “intellectual property” for purposes of Section 365(n), and as defined in Section 101(35)(A), of the U.S. Bankruptcy Code (11 U.S.C. Section 101 et. seq., as amended) (the “Bankruptcy Code”), and to the extent necessary to preserve the rights of the ProductCo Entities hereunder, including the license rights granted under this Agreement, this Section shall be treated as supplementary to this Agreement pursuant to Section 365(n) of the Bankruptcy Code. Each ProductCo Entity may elect to retain and fully exercise all of its rights and elections under Section 365(n) of the Bankruptcy Code, including the retention of all of its rights as licensee hereunder, notwithstanding the rejection of this Agreement by any IPCo Entity as debtor in possession, or a trustee or similar functionary in bankruptcy acting on behalf of the debtor’s estate. In the event that any such proceeding shall be instituted by or against such IPCo Entity seeking to adjudicate it bankrupt, or insolvent, or seeking liquidation, winding up, insolvency or reorganization, or relief of debtors, or seeking an entry of an order of relief, or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or it shall take any action to authorize any of the foregoing actions, such ProductCo Entity shall have the right to retain and enforce its rights under this Agreement (including this Section 12.3) as provided under Section 365(n) of the Bankruptcy Code.

12.4 Amendments and Waivers. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each Party to this Agreement, or in the case of a waiver, by the Party against whom the waiver is to be effective. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law.

12.5 Assignment. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Except as set forth in the remainder of this Section 12.5, neither this Agreement nor any rights hereunder may be assigned or otherwise transferred by any Party, in whole or in part, whether voluntarily or by operation of Applicable Law, without the prior written consent of the other Parties. Any purported assignment or other transfer of this Agreement in contravention of this Section 12.5 shall be null and void ab initio. [***].

12.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to the conflicts of law rules of such state.

12.7 Dispute Resolution. The provisions (as applicable) of Article IX (Dispute Resolution) of the Separation Agreement are hereby incorporated by reference mutatis mutandis.

16

12.8 Counterparts; Effectiveness; Third Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Electronic copies of signatures shall have the same effect as originals. This Agreement shall become effective only after and subject to each Party having received a counterpart hereof signed by the other Parties. Until and unless each Party has received a counterpart hereof signed by the other Parties, this Agreement shall have no effect and no Party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). Except as otherwise explicitly provided herein, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the Parties and their respective successors and assigns. The Parties acknowledge and agree that the ProductCo Entities are intended third party beneficiaries of the rights, licenses, covenants-not-to-sue, indemnity, and other immunities granted by the IPCo Entities under this Agreement.

12.9 Entire Agreement. This Agreement and the Separation Agreement constitute the entire agreement between the Parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both oral and written, among the Parties with respect to the subject matter of this Agreement.

12.10 Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

12.11 Construction. This Agreement has been entered into after negotiation and review of its terms and conditions by parties with substantially equal bargaining power, each of whom has had full and fair opportunity to consult with counsel and is under no compulsion to execute and deliver a disadvantageous agreement. This Agreement incorporates provisions, comments, and suggestions proposed by both Parties, and shall be deemed to have been drafted by both Parties. No ambiguity or omission in this Agreement shall be construed or resolved against either Party on the ground that this Agreement or any of its provisions was drafted or proposed by that Party. The language of this Agreement shall be construed as a whole according to its fair meaning and not for or against either Party.

12.12 Irreparable Harm Arising from Breach. The Parties agree that violation of the provisions contained in this Agreement shall cause a Party to suffer immediate and irreparable harm for which there is no adequate remedy at law. Therefore, the Parties further agree that in the event of a breach of this Agreement, the non-breaching Party shall be entitled to preliminary and permanent injunctive relief, in addition to all other remedies available to it at law or equity.

[Signature page to Cross Business License Agreement follows]

17

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

XPERI INC.	ADEIA INC.
By: __________________________________	By: __________________________________
Name:	Name:
Title:	Title:
ADEIA MEDIA LLC	ADEIA MEDIA HOLDINGS LLC
By: __________________________________	By: __________________________________
Name:	Name:
Title:	Title:

Signature Page to Cross Business License Agreement

SCHEDULE 1

ADDITIONAL TERMS

[***]

SCHEDULE 1-A

INVENTOR SUPPORT

[***]

SCHEDULE 1-B

PATENT PICK RIGHT

[***]

SCHEDULE 2

LITIGATION SUPPORT

[***]

SCHEDULE 3

[***]

[***]

SCHEDULE 4

ADVERTISING

[***]

SCHEDULE 5

METADATA

[***]

SCHEDULE 6

PERSONALIZED CONTENT DISCOVERY

[***]

SCHEDULE 7

TV VIEWERSHIP DATA

[***]

EX-10.4

Exhibit 10.4

FORM OF

XPERI INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the “Agreement”) is made as of                     , 20     by and between Xperi Inc., a Delaware corporation (the “Company”), and [NAME] (the “Indemnitee”).

RECITALS

The Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors, officers and key employees, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. The Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors, officers and key employees to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited. Indemnitee does not regard the current protection available as adequate under the present circumstances, and Indemnitee and agents of the Company may not be willing to continue to serve as agents of the Company without additional protection. The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, and to indemnify its directors, officers and key employees so as to provide them with the maximum protection permitted by law.

AGREEMENT

In consideration of the mutual promises made in this Agreement, and for other good and valuable consideration, receipt of which is hereby acknowledged, the Company and Indemnitee hereby agree as follows:

1. Indemnification.

(a) Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party to or witness or other participant in, or is threatened to be made subject to, a party to, or a witness or other participant in any Claim (other than an action or proceeding by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, by reason of any action or inaction on the part of Indemnitee in any such capacity, against all Losses incurred by Indemnitee in connection with such Claim if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(b) Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee if Indemnitee was or is a party to or witness or other participant in, or is threatened to be made subject to, a party to, or a witness or other participant in any threatened, pending or completed action, suit or proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, by reason of any action or inaction on the part of Indemnitee in any such capacity, against all Expenses incurred by Indemnitee in connection with the defense or settlement of such

action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and its stockholders, except that no indemnification shall be made in respect of any Claim as to which Indemnitee shall have been finally adjudicated by court order or judgment to be liable to the Company in the performance of Indemnitee’s duty to the Company and its stockholders unless and only to the extent that the court in which such action or proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(c) Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) or Section 1(b) or the defense of any Claim, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by Indemnitee in connection therewith.

2. No Employment Rights. Nothing contained in this Agreement is intended to create in Indemnitee any right to continued employment.

3. Expenses; Indemnification Procedure.

(a) Advancement of Expenses. The Company shall advance all Expenses incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any Claim referred to in Section l(a) or Section 1(b) hereof, unless Indemnitee shall have elected to pay such Expenses and have such Expenses reimbursed, in which case the Company shall reimburse, or cause to be reimbursed, Indemnitee for such Expenses. Indemnitee hereby undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby.

(b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to his or her right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Chief Executive Officer of the Company and shall be given in accordance with the provisions of Section 12(d) below. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power.

(c) Procedure. Any indemnification and any advancement of Expenses provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the Expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for Expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company, and Indemnitee shall be entitled to receive interim payments of Expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that, if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

(d) Notice to Insurers. If, at the time of the receipt of a notice of a claim pursuant to Section 3(b) hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(e) Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the Expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

4. Additional Indemnification Rights; Nonexclusivity.

(a) Scope. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company’s Certificate of Incorporation, the Company’s Bylaws or by statute. In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be deemed to be within the purview of Indemnitee’s rights and the Company’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(b) Nonexclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Company’s Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested members of the Company’s Board of Directors, the General Corporation Law of the State of Delaware, or otherwise, both as to action in Indemnitee’s official capacity and as to action in another capacity while holding such office. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he or she may have ceased to serve in any such capacity at the time of any action, suit or other covered proceeding.

5. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines or penalties actually or reasonably incurred in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses, judgments, fines or penalties to which Indemnitee is entitled.

6. Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that in certain instances, United States federal law or public policy may override applicable state law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge that the United States Securities and Exchange Commission (the “SEC”) has taken the position that indemnification is not permissible for liabilities arising under certain federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

7. Officer and Director Liability Insurance. The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses from wrongful acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key

employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.

8. Severability. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. The provisions of this Agreement shall be severable as provided in this Section 8. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the fullest extent permitted by any applicable portion of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms.

9. Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a) Claims Initiated by Indemnitee. To provide indemnification or to advance Expenses to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145 of the Delaware General Corporation Law, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate;

(b) Lack of Good Faith. To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous;

(c) Insured Claims. To indemnify Indemnitee for Losses of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such expenses or liabilities have been paid directly to Indemnitee by an insurance carrier under a policy of officers’ and directors’ liability insurance maintained by the Company; or

(d) Claims under Section 16(b). To indemnify Indemnitee for Losses or the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.

10. Construction of Certain Phrases.

(a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

(b) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

(c) “Claim” means any threatened, asserted, pending, or completed civil, criminal, administrative, investigative, or other action, suit, or proceeding of any kind whatsoever, including any arbitration or other alternative dispute resolution mechanism, or any appeal of any kind thereof, or any inquiry or investigation, whether instituted by the Company, any governmental agency, or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit, or proceeding, whether civil, criminal, administrative, investigative, or other, including any arbitration or other alternative dispute resolution mechanism.

(d) “Expenses” means all direct or indirect costs, expenses, and obligations, including attorneys’ fees and disbursements (including, without limitation, experts’ fees, court costs, retainers, appeal bond premiums, transcript fees, duplicating, printing, and binding costs, as well as telecommunications, postage, and courier charges) paid or incurred in connection with investigating, prosecuting, defending, being a witness in, or participating in (including on appeal), or preparing to investigate, prosecute, defend, be a witness in, or participate in, any Claim indemnifiable pursuant to this Agreement, and shall include (without limitation) all attorneys’ fees and all other expenses incurred by or on behalf of Indemnitee in connection with preparing and submitting any requests or statements for indemnification, advancement, or any other right provided by this Agreement.

(e) “Losses” means (i) any and all losses, liabilities, Expenses, damages, judgments, fines, penalties, ERISA excise taxes, and amounts paid in settlement (including all interest, assessments, and other charges paid or payable in connection with or in respect of such liabilities, Expenses, damages, judgments, fines, penalties, ERISA excise taxes, or amounts paid in settlement) arising out of or resulting from any Claim indemnifiable pursuant to this Agreement, (ii) any liability pursuant to a loan, guaranty or otherwise, for any indebtedness of the Company or any subsidiary of the Company, including, without limitation, any indebtedness that the Company or any subsidiary of the Company has assumed or taken subject to, and (iii) any liability that an Indemnitee incurs as a result of acting on behalf of the Company (whether as a fiduciary or otherwise) in connection with the operation, administration, or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liability is in the form of an excise tax assessed by the United States Internal Revenue Service, a penalty assessed by the Department of Labor, restitution to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust, or other funding mechanism, or otherwise).”

11. Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.

12. Miscellaneous.

(a) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflict of law.

(b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.

(c) Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

(d) Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by telegram or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party’s address as set forth below or as subsequently modified by written notice.

(e) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

(f) Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns, and inure to the benefit of Indemnitee and Indemnitee’s heirs, legal representatives and assigns.

(g) Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company to effectively bring suit to enforce such rights.

[Signature Page Follows]

The parties hereto have executed this Agreement as of the day and year set forth on the first page of this Agreement.

XPERI INC.

By:

Name:

Title:

AGREED AND ACCEPTED:

By:

Name:

EX-10.5

Exhibit 10.5

[CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.]

TRANSITION SERVICES AGREEMENT

by and between

ADEIA INC.

and

XPERI INC.

Dated [•]

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
Section 1.1	Definitions		1
ARTICLE II
TRANSITION SERVICES
Section 2.1	Transition Services		4
Section 2.2	Service Provider Affiliates		4
Section 2.3	Coordinators		4
Section 2.4	Additional Services		5
Section 2.5	Service Changes		5
Section 2.6	Cooperation		6
Section 2.7	Standard of Performance		7
Section 2.8	Pass Through of Third-Party Terms		7
ARTICLE III
LIMITATIONS
Section 3.1	General Limitations		7
Section 3.2	Third-Party Limitations		8
Section 3.3	Dependencies		9
Section 3.4	Compliance Matters		10
Section 3.5	Excluded Services		10
Section 3.6	Force Majeure		10
ARTICLE IV
PAYMENT
Section 4.1	Fees		11
Section 4.2	Billing and Payment Terms		11
Section 4.3	Disputed Invoices		11
Section 4.4	Taxes		12
Section 4.5	No Offset		12

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ARTICLE V
ACCESS TO NETWORKS AND PREMISES;
DATA PRIVACY AND DATA SECURITY
Section 5.1	Access to Networks	13
Section 5.2	Access to Premises	13
Section 5.3	Data Privacy and Data Security	13
ARTICLE VI
CONFIDENTIALITY
Section 6.1	Confidential Information	13
Section 6.2	Disclosure in Compliance With Law	13
Section 6.3	Unauthorized Disclosures	13
Section 6.4	Injunctive Relief	14
ARTICLE VII
DATA AND INTELLECTUAL PROPERTY
Section 7.1	Ownership of Data and Intellectual Property	14
ARTICLE VIII
INDEMNIFICATION
Section 8.1	Indemnification by Service Recipient	15
Section 8.2	Indemnification by Service Provider	15
Section 8.3	Indemnification Procedures	15
ARTICLE IX
WARRANTIES, DISCLAIMER AND LIMITATION OF LIABILITY
Section 9.1	Disclaimer of Warranties	15
Section 9.2	Limitation of Liability	16
ARTICLE X
TERM AND TERMINATION
Section 10.1	Term of Agreement and Services	16
Section 10.2	Termination	16
Section 10.3	Effect of Termination	18

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ARTICLE XI
MISCELLANEOUS
Section 11.1	Interpretation	18
Section 11.2	SDA Provisions	19
Section 11.3	Notices	20
Section 11.4	Third Party Beneficiaries	20
Section 11.5	Governing Law	20
Section 11.6	No Joint Venture or Partnership	20

SCHEDULES
Schedule 2.1	Services
Schedule 2.3	Service Coordinators
Schedule 2.4	Additional Services Request Form

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TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [•], (the “Effective Date”), by and between Adeia Inc., a Delaware corporation (“Service Recipient”), and Xperi Inc., a Delaware corporation (“Service Provider”). Each of Service Recipient and Service Provider is sometimes referred to herein as a “Party” and collectively, as the “Parties.”

WHEREAS, Service Recipient and Service Provider, acting through their respective direct and indirect Subsidiaries, currently conduct (i) the IP Business and (ii) the Product Business, respectively;

WHEREAS, Service Recipient and Service Provider have entered into a Separation and Distribution Agreement, dated as of [•] (“Separation and Distribution Agreement”), pursuant to which the Parties separated into two separate, publicly traded companies;

WHEREAS, the Parties have executed various Ancillary Agreements, of even date herewith, pursuant to the Separation and Distribution Agreement to facilitate and provide for an ordinary transition in connection with the consummation of the transactions contemplated by the Separation and Distribution Agreement, and to facilitate the ongoing operations of the Product Business and IP Business;

WHEREAS, the Separation and Distribution Agreement and [certain of] the Ancillary Agreements contemplate that the Parties execute a Transition Services Agreement to provide a binding framework for the provisions of transition services to the Service Recipient Group by the Service Provider Group; and

WHEREAS, this Agreement sets forth the terms and conditions for the provision of transition services.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Separation and Distribution Agreement. Unless the context clearly requires otherwise, the following terms shall have the following meanings:

“Additional Service” has the meaning set forth in Section 2.4.

“Agreement” has the meaning set forth in the preamble.

“Change Order” has the meaning set forth in Section 2.5(a).

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“Confidential Information” means any information that is treated as confidential by a Party, including technology, trade secrets, know-how, business operations, plans, strategies, customers, research, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration, marketing, finances, pricing and information. The terms of this Agreement, including its fee and expense structure, are Confidential Information of both Parties. Notwithstanding the foregoing, “Confidential Information” shall not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.

“Consent” means any permission, consent, agreement, waiver of any termination right or authorization required from a third party (including any Governmental Entity) for the provision of any Service by Service Provider, or for the receipt of any Service by Service Recipient.

“Covered Action” has the meaning set forth in Section 8.1.

“Data Sharing Agreement” shall mean the Data Sharing Agreement, by and between Service Recipient and Service Provider, dated as of even date herewith.

“Dependent Services” has the meaning set forth in Section 2.5(b).

“Disclosing Party” has the meaning set forth in Section 6.1.

“Effective Date” has the meaning set forth in the preamble.

“Fees” has the meaning set forth in Section 4.1.

“Force Majeure Event” has the meaning set forth in Section 3.6(a).

“Indemnifying Party” has the meaning set forth in Section 8.3.

“Indemnitees” has the meaning set forth in Section 8.2.

“Losses” means all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

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“Parties” has the meaning set forth in the preamble.

“Party” has the meaning set forth in the preamble.

“Permitted Subcontractor” has the meaning set forth in Section 3.2(f).

“Personnel” shall mean, with respect to any Party, the employees, officers, agents, independent contractors and consultants of such Party, and, with respect to Service Provider, (a) Service Provider Affiliates and (b) any third parties engaged by a Service Provider Party to provide a Service.

“Receiving Party” has the meaning set forth in Section 6.1.

“Service Provider” has the meaning set forth in the preamble.

“Services” has the meaning set forth in Section 2.1.

“Service Change” means a change to all or any part of a Service in accordance with a Change Order.

“Service Coordinator” has the meaning set forth in Section 2.3(a).

“Service Provider Affiliates” shall mean Service Provider’s Affiliates providing Services under this Agreement.

“Service Provider Group” shall mean Service Provider and each Person that is a direct or indirect Subsidiary of Service Provider.

“Service Provider Indemnitees” has the meaning set forth in Section 8.1.

“Service Provider Parties” shall mean Service Provider and Service Provider Affiliates.

“Service Recipient” has the meaning set forth in the preamble.

“Service Recipient Group” shall mean Service Recipient and each Person that is a direct or indirect Subsidiary of Service Recipient.

“Service Recipient Indemnitees” has the meaning set forth in Section 8.2.

“Service Schedules” means Schedule 2.1.

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“Term” has the meaning set forth in Section 10.1.

“Terminated Service” has the meaning set forth in Section 10.2(b).

“Terminating Party” has the meaning set forth in Section 10.2(a).

“Transition” means all of the matters under this Agreement, including the establishment of certain vendor Contracts by Service Recipient to replace certain of the Services provided hereunder.

ARTICLE II

TRANSITION SERVICES

Section 2.1 Transition Services. Subject to the terms and conditions of this Agreement, Service Provider shall provide (or cause to be provided) to Service Recipient Group all of the services listed in Schedule 2.1 attached hereto (as such Schedule may be amended pursuant to Section 2.4, the “Services”).

Section 2.2 Service Provider Affiliates. Service Provider may, in its sole discretion, engage, or cause a Service Provider Affiliate to engage, one or more Persons (including third parties or Affiliates of Service Provider) to provide some or all of the Services, subject to the terms set forth herein.

Section 2.3 Coordinators.

(a) The Parties shall each nominate a representative to act as the primary contact person or group with respect to all aspects of the Services, (each, a “Service Coordinator”). Unless otherwise agreed upon by the Parties, all communications relating to this Agreement and to the Services provided hereunder shall be directed to the Service Coordinators. The initial Service Coordinators for the Parties, including relevant contact information, are set forth on Schedule 2.3. Either Party may replace its Service Coordinator with an individual or group of comparable qualifications and experience at any time by providing notice in accordance with Section 11.3. Each Party may treat the actions of the other Party’s Service Coordinator as having been authorized by such other Party without further inquiry as to whether such Service Coordinator had authority to so act.

(b) At least monthly during the Term (or at such other frequency as the Parties may agree or when this Agreement otherwise requires), the Service Coordinators shall meet (in person or via telephone or videoconference) for the purposes of:

(i) considering any issues arising out of the performance of the Services;

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(ii) discussing the current status of any Service Changes;

(iii) discussing the status of the Transition; and

(iv) considering any other issues arising under or in connection with this Agreement.

Section 2.4 Additional Services. If Service Recipient desires to receive any service that is not part of the Services set forth on the applicable Service Schedules and is not a service that the Parties specifically agreed not to include on such schedule, Service Recipient’s Service Coordinator shall contact Service Provider’s Service Coordinator, and provide a written request (based on the form of Service Schedule attached hereto as Schedule 2.4 or another form as may be mutually agreed to by the Parties) describing such additional service, which Service Provider shall consider in good faith (each such service, to the extent mutually agreed by the Parties, an “Additional Service”). Notwithstanding the foregoing, Service Provider shall be under no obligation to accept a request for Additional Services and may reject or accept such request in its sole discretion. If Service Provider accepts a request for Additional Services, subject to obtaining any Consents necessary from any third parties including Governmental Entities (which Consents will be sought by Service Provider in accordance with Section 3.2(c)), the Parties shall in good faith negotiate the scope and terms thereof, including additional payment due Service Provider for such services, and the Parties shall execute an amendment hereto incorporating such terms. Service Provider shall not be under any obligation to provide any Additional Services unless and until the Parties execute an amendment hereto providing for such Additional Services. If agreed, any such Additional Service shall be added to the applicable Service Schedules in accordance with Section 2.5.

Section 2.5 Service Changes.

(a) If either Party wishes to change the scope or performance of the Services, it shall submit the requested change to the other Party in writing with reasonable detail depending on the scope and complexity of the requested change. Service Provider shall, within a reasonable time after such request (and, if such request is initiated by Service Recipient, not more than [***] Business Days after receipt of Service Recipient’s written request, unless Service Provider notifies Service Recipient that an extension will be required due to the nature and complexity of the request), provide a written estimate to Service Recipient of: (i) the likely time required to implement the change; (ii) any necessary variations to the Fees and other charges for the Services arising from the change; (iii) the likely effect of the change on the Services, including any known Dependent Services; and (iv) any other impact the change might have on the performance of this Agreement. Promptly after receipt of the written estimate, the Parties shall negotiate and agree in writing on the terms of such change (a “Change Order”). Neither Party shall be bound by any Change Order unless mutually agreed in writing.

(b) The Parties acknowledge that any Service Change may result in Service Provider Parties being unable to continue the provision of all or a portion of a Service subject to the Service Change or a related Service (any such affected Services, the “Dependent Services”). If a Service Change that would result in Dependent Services was requested by Service Recipient, Service Provider shall notify Service Recipient within [***] Business Days, and Service Recipient shall have [***] Business Days from receipt of such notice to confirm in writing to Service Provider that it still wishes to request the applicable Service Change. If Service Recipient does not provide such confirmation, Service Recipient’s original request for a Service Change shall be deemed withdrawn and will not result in any change an existing Service.

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(c) The out-of-pocket expenses (but not internal costs) actually incurred by Service Provider relating to any Service Change shall be borne by (i) Service Provider for requests made by Service Provider and (ii) Service Recipient for requests made by Service Recipient. Each Party shall bear its own internal costs relating to any Service Change requested by either Party. Any Service Change shall be subject to, if applicable, any necessary Consent under any relevant Contracts with third parties, which Consents shall be sought in accordance with Section 3.2(c). Any Service Change shall automatically be deemed to amend the relevant Services on the applicable Service Schedule.

Section 2.6 Cooperation.

(a) Each Party shall cooperate reasonably with the other Party in all matters relating to the provision and receipt of the Services so as to minimize the expense, distraction and disturbance in connection with such Services, and shall perform all obligations hereunder in good faith and in accordance with principles of fair dealing. With respect to Service Recipient, such cooperation shall include (i) the execution and delivery of such further instruments or documents as may be reasonably requested by Service Provider to enable the full performance of each Party’s obligations hereunder; (ii) notifying Service Provider in advance of any changes to a Party’s operating environment or Personnel (including changes with respect to employee status) to the extent relevant to the applicable Services and working with Service Provider to effect such changes with the least interruption; and (iii) notifying Service Provider in advance of Service Recipient’s migration and integration of such Service and consequent termination of the applicable Service.

(b) Service Recipient will use commercially reasonable efforts to provide information and documentation sufficient for Service Provider Parties to perform the Services in the manner they were provided by Service Recipient (including to itself or its Affiliates) in the ordinary course prior to the Effective Date (where applicable), and will use commercially reasonable efforts to make available, as reasonably requested by Service Provider, sufficient resources and timely decisions, approvals and acceptances in order that Service Provider may perform its obligations under this Agreement in a timely and efficient manner.

(c) Service Recipient shall follow, and shall cause its Affiliates to follow (and Service Provider shall cause its third-party service providers to follow), the policies, procedures and practices followed by Service Provider Parties with respect to the Services consistent with the policies, procedures and practices that were in effect prior to the Effective Date, and any additional policies, procedures or practices, or changes thereto, reasonably necessary or advisable.

(d) If Service Recipient fails to act in accordance with this Section 2.6, Service Provider Parties shall notify Service Recipient. If such failure actually prevents Service Provider Parties, or any third party engaged by Service Provider Parties, from providing a Service hereunder, Service Provider Parties shall not be in breach of this Agreement for failing to provide the applicable Service until such time as Service Recipient’s failure to comply with this Section 2.6 has been cured.

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(e) Each Party shall, upon the reasonable request, and at the sole cost and expense of the other Party, execute such documents and perform such acts as may be reasonably necessary to give full effect to the terms of this Agreement.

Section 2.7 Standard of Performance. Service Provider shall, and shall cause all Service Provider Parties to, use commercially reasonable efforts to perform the Services with the same degree of care, skill and prudence customarily exercised by it for its provision of such services to itself and its Affiliates.

Section 2.8 Pass Through of Third-Party Terms. Service Provider will use commercially reasonable efforts to provide to Service Recipient the full benefit of all covenants, representations, warranties and indemnities granted to Service Provider by third parties in connection with any Services by either (a) providing them directly to Service Recipient as part of this Agreement or (b) enforcing them against the third party and providing the benefits of that enforcement to Service Recipient.

ARTICLE III

LIMITATIONS

Section 3.1 General Limitations.

(a) Subject to Section 3.5, Service Provider may freely select the Persons, equipment, and Software that it will use to provide the Services; provided that Service Provider shall remain responsible for the performance of the Services in accordance with this Agreement, subject to Section 3.2 below.

(b) Service Recipient expressly acknowledges that, except for the right to receive the Services provided by Service Provider Parties as agreed herein, Service Recipient has no right to receive any services from Service Provider or its Affiliates.

(c) Except as otherwise provided in this Agreement, each of Service Provider and Service Recipient shall bear its own costs of providing or receiving the Services.

(d) Without limiting Service Provider’s obligation to provide or cause to be provided the Services in accordance with this Agreement, Service Recipient acknowledges and agrees that Service Provider Parties shall provide the Services in the methods and manners determined in Service Provider Parties’ sole discretion, including any and all decisions regarding: (i) hiring or engaging any additional employees or contractors; (ii) maintaining the employment or engagement of any specific employee or contractor; (iii) purchasing, leasing or licensing any additional equipment, hardware or IT Assets; (iv) paying any costs related to the transfer or conversion of data from Service Provider Parties or any alternate supplier of Services; or (v) upgrading or maintaining any equipment, hardware or IT Assets.

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Section 3.2 Third-Party Limitations.

(a) Service Recipient acknowledges and agrees that the Services provided by Service Provider through third parties or using third-party Intellectual Property are subject to the terms and conditions of any applicable Contracts between Service Provider and such third parties. Service Recipient shall comply, and shall cause its Affiliates to comply, with the terms of such Contracts to the extent they are relevant to the receipt of the Services and to the extent that such terms are known to Service Recipient or its Personnel.

(b) Service Provider shall be entitled to exclusively manage its relationships with third parties.

(c) Service Provider Parties shall be responsible for the acts, omissions, defaults or insolvency of any third party engaged to provide Services. In the event that a third party that has been engaged to provide such Services fails to provide the Services in accordance with this Agreement, Service Provider Parties shall use commercially reasonable efforts to assert any rights that Service Provider Parties may have under the applicable Contracts with such third party. If the foregoing does not result in the restoration of the applicable Services, the applicable Service Provider Parties shall use commercially reasonable efforts to obtain a reasonable alternative arrangement to provide the relevant Services sufficient for the purposes of Service Recipient; provided that if no reasonable alternative arrangement is available, Service Provider Parties shall not be required to provide the affected Services. All costs associated with the foregoing shall be borne by Service Recipient; provided that if Service Provider or any of its Affiliates also receives services from such alternative service provider, Service Recipient shall only pay its pro rata share of the costs associated with obtaining such alternative service provider.

(d) Service Provider shall use commercially reasonable efforts to obtain any necessary Consent from third parties in order to provide the Services. If any such Consent is not obtained, Service Provider Parties shall use commercially reasonable efforts to obtain a reasonable alternative arrangement to provide the relevant Services sufficient for the purposes of Service Recipient; provided that if no reasonable alternative arrangement is available, Service Provider Parties shall not be required to provide the affected Services. All costs associated with the foregoing Consents and reasonable alternatives related to Service Changes requested by Service Provider shall be borne by Service Provider. All costs associated with the foregoing Consents and reasonable alternatives related to the Services or any Service Changes requested by Service Recipient shall be borne by Service Recipient. The Parties shall, at the other Party’s request, provide commercially reasonable assistance in obtaining the foregoing Consents and reasonable alternatives.

(e) Service Recipient shall not discuss with any third party the provision of the Services, except as permitted under Article VI and with third parties being considered to provide services similar to the Services after the Term (provided that such third parties shall be informed of the confidential nature of the information and shall be bound in writing to maintain its confidentiality).

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(f) Service Provider will not subcontract its obligations under this Agreement to a third party (including an Affiliate) if the third party will (i) have, process or otherwise have access to Service Recipient’s Confidential Information or Service Recipient’s information systems; (ii) provide a material component of any Service; (iii) provide a service, feature or functionality that is customer-facing or public-facing; or (iv) use any Trademark of any Service Recipient, without first complying with vendor diligence and other risk management processes and procedures at least as stringent as Service Provider would undertake in the ordinary course of business for onboarding vendors or other service providers to perform the same or similar types of services for Service Provider or its Affiliates (each such subcontractor or other third party, a “Permitted Subcontractor”). Service Provider shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and for their compliance with all of the terms and conditions of this Agreement as if they were Service Provider’s own employees. At Service Recipient’s written request, Service Provider shall use commercially reasonable efforts to (x) cause such Permitted Subcontractor to submit during regular business hours to an audit or examination by Service Recipient or any Governmental Entities having jurisdiction over Service Recipient and (y) terminate or suspend Service Provider’s future use of such subcontractor in connection this Agreement. Nothing contained in this Agreement shall create any contractual relationship between Service Recipient and any Service Provider subcontractor or supplier.

Section 3.3 Dependencies. Notwithstanding anything to the contrary in this Agreement, Service Recipient acknowledges that some of the Services require instructions, data, information and access from Service Recipient or third parties, or are dependent in whole or in part on completion of prior acts by Service Recipient or third parties, each of which Service Recipient shall provide (or cause to be provided) to Service Provider or otherwise complete (or cause to be completed), in each case in a form and at such time as is reasonably requested by Service Provider; provided that Service Provider shall use its commercially reasonable efforts to limit the foregoing to those that were required to perform equivalent services for Service Provider prior to the Effective Date. If Service Recipient or any third party fails to provide any such instructions, data, information or access, or fails to perform a prerequisite act, and Service Provider is prevented in whole or in part from providing any Services as a result of such failure, then Service Provider shall so notify Service Recipient and, if such failure by Service Recipient or such third party remains uncured, Service Provider shall not be liable for failing to perform the applicable Services to the extent caused by Service Recipient’s or such third party’s failure.

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Section 3.4 Compliance Matters.

(a) Notwithstanding any other provision of this Agreement, Service Provider (i) shall have the right to perform any action that, in its reasonable opinion, is necessary to comply with applicable Law or any policy or procedure of any Service Provider Party that is designed to respond to a requirement of Law, to a new legal or regulatory issue, or to a security threat and (ii) shall not be required to perform or cause to be performed any Service (or portion thereof) or other obligation in connection with this Agreement that conflicts with or violates any applicable Law or any policy or procedure of any Service Provider Party that is designed to respond to a requirement of Law, to a new legal or regulatory issue or to a security threat.

(b) In connection with this Agreement, Service Provider and its Affiliates and Service Recipient and its Affiliates shall comply, and shall ensure that they and their respective representatives and Permitted Subcontractors comply, with any applicable Laws and any applicable policy or procedure of any Service Provider Party (including data encryption policies and procedures established by a Service Provider Party) that have been provided to Service Recipient.

Section 3.5 Excluded Services. Notwithstanding anything to the contrary set forth herein and subject to Section 2.5, the Transition Services shall only include those specific services set forth on Schedule 2.1.

Section 3.6 Force Majeure.

(a) No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any provision of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected Party’s reasonable control, including: (i) acts of God; (ii) flood, fire or explosion; (iii) war, invasion, riot or other civil unrest; (iv) actions, embargoes or blockades in effect on or after the Effective Date; (v) national or regional emergency; or (vi) epidemic or pandemic (each of the foregoing, a “Force Majeure Event”). A Party whose performance is affected by a Force Majeure Event shall give notice to the other Party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

(b) During the Force Majeure Event, the non-affected Party may similarly suspend its performance obligations until such time as the affected Party resumes performance.

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(c) The non-affected Party may terminate this Agreement if such failure or delay continues for a period of [***] days or more and, if the non-affected Party is Service Recipient, receive a refund of any amounts paid to Service Provider in advance for the affected Services.

ARTICLE IV

PAYMENT

Section 4.1 Fees. In consideration of the provision of the Services by Service Provider and the rights granted to Service Recipient under this Agreement, Service Recipient shall pay fees equal to the actual out-of-pocket and internal costs of Services rendered actually incurred by Service Provider [***]; provided that any Vendor Services (as defined in Schedule 2.1) that are provided to Service Recipient shall be charged to Service Recipient on a pass-through basis without any such markup [***] (“Fees”). Payment to Service Provider of such Fees and the reimbursement of pre-approved expenses pursuant to this Article IV shall constitute payment in full for the performance of the Services, and Service Recipient shall not be responsible for paying any other fees, costs or expenses.

Section 4.2 Billing and Payment Terms.

(a) Service Provider shall invoice Service Recipient monthly (such invoice to set forth a description of the Services provided) for all Services that Service Provider delivered during the preceding month, denominated in U.S. Dollars. Each such invoice shall be payable within [***] days after Service Recipient’s receipt of the invoice and payment of such invoices shall be made by Service Recipient to Service Provider in U.S. Dollars. Any Service for which the foregoing process does not apply shall be invoiced by the Service Provider Party providing such Service to Service Recipient in accordance with a mutually agreed timetable and in U.S. Dollars, and shall be paid by Service Recipient in accordance with such mutually agreed timetable and in U.S. Dollars.

(b) If any undisputed invoice or undisputed line item of an invoice is not paid in full within [***] days after Service Recipient’s receipt of the invoice pursuant to Section 11.3, interest shall accrue on the unpaid amount at a rate of [***] percent [***] per month or the highest rate permitted by applicable law, whichever is less, from the date such amount is due until finally paid. Late fees are without any prejudice to, or modification of, any other remedies that Service Provider may have.

(c) The Parties acknowledge that there may be a lag in the submission of charges from third parties relating to the provision of Services, and that the Service Provider Parties shall use commercially reasonable efforts to obtain such third party invoices, and to provide the same to Service Recipient, in a timely fashion.

Section 4.3 Disputed Invoices. If Service Recipient, acting in good faith, disputes the accuracy of all or part of any invoice, Service Recipient shall notify the applicable Service Provider Party of such dispute within [***] Business Days of receipt of the invoice in question, including the specific line item subject to dispute and the reasons for the dispute.

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Section 4.4 Taxes.

(a) Except as expressly noted therein, the amounts set forth on the Service Schedules as the applicable consideration with respect to each Service do not include any Taxes, duties, imposts, charges, fees or other levies of whatever nature assessed on the provision of the Services. All Taxes, duties, imposts, charges, fees or other levies imposed by applicable Law assessed on the provision of the Services (other than income taxes or franchise taxes payable by Service Provider on the Fees received hereunder) shall be the responsibility of Service Recipient in addition to the Fees payable by Service Recipient in accordance with Section 4.2. Service Recipient shall promptly reimburse Service Provider for any Taxes, duties, imposts, charges, fees or other levies (other than income taxes or franchise taxes payable by Service Provider on the Fees received hereunder) imposed on Service Provider or which Service Provider shall have any obligation to collect with respect to or relating to this Agreement or the performance by Service Provider of its obligations hereunder, along with interest and penalties related thereto to the extent such interest or penalties are related to the actions or inactions of Service Recipient. Such reimbursement shall be in addition to the amounts required to be paid as set forth on the applicable Service Schedule and shall be made in accordance with this Article IV. Service Recipient agrees to use reasonable efforts to provide exemption certificates where available and to calculate any applicable sales and use Taxes and to make payment thereof directly to the appropriate taxing authority.

(b) All payments by Service Recipient under this Agreement shall be made without set-off and without any deduction or withholding for any Taxes, duties, imposts, charges or fees or other levies, unless the obligation to make such deduction or withholding is imposed by Law. In the event that applicable Law requires that an amount in respect of any Taxes, duties, imposts, charges, fees or other levies be withheld from any payment by Service Recipient to Service Provider under this Agreement, the amount payable to Service Provider shall be increased as necessary so that, after Service Recipient has withheld amounts required by applicable Law, Service Provider receives an amount equal to the amount it would have received had no such withholding been required, and Service Recipient shall withhold such Taxes, duties, imposts, charges, fees or other levies and pay such withheld amounts over to the applicable governmental authority in accordance with the requirements of the applicable Law and provide Service Provider with a receipt confirming such payment. Service Provider shall reasonably cooperate with Service Recipient to determine whether any such deduction or withholding applies to the payments hereunder, and if so, shall further reasonably cooperate to minimize applicable deduction or withholding.

Section 4.5 No Offset. Except as mutually agreed by the Parties, in no event shall Service Recipient offset any amounts due hereunder for its receipt of Services by amounts owed to Service Recipient by Service Provider Parties under this Agreement.

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ARTICLE V

ACCESS TO NETWORKS AND PREMISES;

DATA PRIVACY AND DATA SECURITY

Section 5.1 Access to Networks. Each Party and its Affiliates may provide the other Party and its Affiliates with access to such Party’s IT Assets via a secure method selected by such Party, as further described in the Data Sharing Agreement.

Section 5.2 Access to Premises. Each Party shall ensure that when entering or within the other Party’s premises, all such Party’s Personnel (including Permitted Subcontractors) must establish their identity to the satisfaction of security personnel and comply with all directions given by them, including directions to display any identification cards provided by such other Party or to vacate the premises of such other Party.

Section 5.3 Data Privacy and Data Security. During the Term, the terms of the Data Sharing Agreement shall apply with respect to the Parties’ compliance with data privacy and data security Laws and obligations.

ARTICLE VI

CONFIDENTIALITY

Section 6.1 Confidential Information. The Receiving Party agrees: (a) not to disclose or otherwise make available the Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its Affiliates, and their officers, employees and legal advisors who have a “need to know,” who have been apprised of this restriction and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section 6.1; (b) to use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under this Agreement or to make use of the Services; and (c) to promptly notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing Party, with the Party disclosing such information or materials, the “Disclosing Party,” and the Party receiving such information or materials, the “Receiving Party.”

Section 6.2 Disclosure in Compliance With Law. If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall provide: (a) prompt written notice of such requirements so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and (b) reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing such notice and assistance as required herein, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose no more than that portion of the Confidential Information which the Receiving Party is legally required to disclose.

Section 6.3 Unauthorized Disclosures. The Receiving Party shall immediately inform the Disclosing Party in the event that it becomes aware of the possession, use or knowledge of any of the Confidential Information by any Person not authorized to possess, use or have knowledge of the Confidential Information and shall, at the request of the Disclosing Party, provide such reasonable assistance as is required by the Disclosing Party to mitigate any damage caused thereby.

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Section 6.4 Injunctive Relief. Each Party acknowledges that a breach by a Party of this Article VI may cause the non-breaching Party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching Party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive, but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.

ARTICLE VII

DATA AND INTELLECTUAL PROPERTY

Section 7.1 Ownership of Data and Intellectual Property.

(a) Each Party retains the ownership and title to any and all of its data an Intellectual Property as of the Effective Date. This Agreement is not intended to, and shall not, transfer or license any Intellectual Property from one Party to the other, except for the limited license rights as expressly set forth in in Section 7.1(c) and Section 7.1(d).

(b) All Intellectual Property created or developed by Service Recipient in connection herewith shall be owned by Service Recipient. Except as otherwise mutually agreed by the Parties, any Intellectual Property created or developed by or on behalf of Service Provider Parties in connection herewith shall be owned by Service Provider.

(c) Service Provider hereby grants to Service Recipient and to its Personnel, a non-exclusive, limited license and right, during the Term, under the Intellectual Property (other than Trademarks) of Service Provider or its Affiliates, to use the embodiments of Intellectual Property provided by Service Provider to Service Recipient hereunder solely to the extent necessary for the receipt, access and use of the Services. Notwithstanding the foregoing, Service Provider shall grant a license to Service Recipient and its Personnel beyond the Term on reasonable terms and conditions pursuant to a Change Order.

(d) Service Recipient hereby grants to Service Provider, any Service Provider Affiliate or third party providing Services, and each of their Personnel, a non-exclusive, limited license and right, during the Term, under the Intellectual Property (other than Trademarks) of Service Recipient and its Affiliates, to use the embodiments of Intellectual Property provided by Service Recipient to Service Provider hereunder, solely to the extent necessary for the provision of the Services.

(e) For the avoidance of doubt, nothing herein shall be construed as a license, assignment, or grant of any rights to either Party’s Trademarks, and Service Recipient will not use Service Provider’s or its Affiliates’ Trademark, or otherwise identify Service Provider Parties in advertising, publicity or otherwise, in each case without obtaining Service Provider’s prior written consent.

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ARTICLE VIII

INDEMNIFICATION

Section 8.1 Indemnification by Service Recipient. Service Recipient shall defend, indemnify and hold harmless Service Provider Parties and any of their Personnel, successors and permitted assigns (collectively, the “Service Provider Indemnitees”), from and against all Losses arising out of or resulting from any third-party claim, suit, action or proceeding (each, a “Covered Action”), to the extent arising out of or resulting from: (a) Service Recipient’s material breach of any of its obligations under this Agreement or (b) the subject matter of this Agreement, including the use of (or inability to use) the Services, except to the extent resulting from or arising out of Service Provider’s (i) gross negligence or willful misconduct or (ii) material breach of any of its obligations under this Agreement.

Section 8.2 Indemnification by Service Provider. Service Provider shall defend, indemnify and hold harmless Service Recipient, its Affiliates and its and their Personnel, successors and permitted assigns (collectively, the “Service Recipient Indemnitees”; and, together with Service Provider Indemnitees, the “Indemnitees”), from and against any and all Losses arising out of or resulting from any third-party Covered Action, to the extent arising out of or resulting from Service Provider’s (i) gross negligence or willful misconduct or (ii) material breach of any of its obligations under this Agreement.

Section 8.3 Indemnification Procedures. In seeking indemnification hereunder, an Indemnitee shall promptly notify the Party providing indemnification (the “Indemnifying Party”) in writing of any Covered Action and cooperate with the Indemnifying Party, at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall immediately take control of the defense and investigation of such Covered Action and shall employ counsel of its choice to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall not settle any Covered Action in a manner that adversely affects the rights of an Indemnitee without such Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. An Indemnitee’s failure to perform any obligations under this Section 8.3 shall not relieve the Indemnifying Party of its obligations under this Section 8.3, except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result of such failure. The applicable Indemnitee may participate in and observe the proceedings at its own cost and expense. Subject to Section 9.1, the rights and remedies of the Parties under this Agreement (including pursuant to Section 8.1 and Section 8.2) are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder or at law or in equity for any breach of this Agreement.

ARTICLE IX

WARRANTIES, DISCLAIMER AND LIMITATION OF LIABILITY

Section 9.1 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, OR OTHER OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR OR SPECIFIC PURPOSE, DATA ACCURACY, QUIET ENJOYMENT AND NON-INFRINGEMENT.

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Section 9.2 Limitation of Liability.

(a) THE SERVICE PROVIDER PARTIES SHALL HAVE NO LIABILITY TO SERVICE RECIPIENT OR ANY THIRD PARTY FOR ANY DAMAGES (AS DEFINED HEREIN) ARISING IN ANY MANNER OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ITS PERFORMANCE OR BREACH HEREOF, OR INCIDENT TO SERVICE RECIPIENT’S OR ANY THIRD PARTY’S USE OF (OR ANY INABILITY TO USE) THE SERVICES OR ANY OTHER INFORMATION OR MATERIALS PROVIDED TO SERVICE RECIPIENT HEREUNDER, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL (INCLUDING LOSS OF DATA, LOSS OF USE, CLAIMS OF THIRD PARTIES OR LOST PROFITS OR REVENUES OR OTHER ECONOMIC LOSS BY SERVICE RECIPIENT OR ANY THIRD PARTY), WHETHER IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), CONTRACT OR OTHERWISE, AND WHETHER OR NOT THE SERVICE PROVIDER PARTIES HAVE BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES.

(b) IN NO EVENT WILL THE SERVICE PROVIDER PARTIES BE LIABLE HEREUNDER FOR AN AGGREGATE AMOUNT IN EXCESS OF THE FEES PAID, ACCRUED OR PAYABLE PURSUANT TO THIS AGREEMENT IN THE [***] PRIOR TO THE DATE OF THE APPLICABLE CLAIM; PROVIDED, THAT IF [***] HAVE NOT ELAPSED SINCE THE EFFECTIVE DATE, SUCH TOTAL AGGREGATE LIABILITY WILL NOT EXCEED [***] OF THE AVERAGE MONTHLY FEES PAID FOR THE ELAPSED PERIOD OF THE TERM. THE FOREGOING LIMITATION SHALL NOT APPLY TO DAMAGES RESULTING FROM A PARTY’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

ARTICLE X

TERM AND TERMINATION

Section 10.1 Term of Agreement and Services. Except as otherwise expressly set forth in this Agreement, this Agreement shall become effective on the Effective Date and shall remain in force for a period of [***] months following the Effective Date. Not less than [***] days prior to the expiration date of this Agreement, the Parties shall confer to determine in good faith whether the term of this Agreement or any Services hereunder should be extended for any period (such initial period and any extension thereof, collectively, the “Term”).

Section 10.2 Termination.

(a) Termination by Either Party. This Agreement or any Service provided hereunder, as applicable, may be terminated by either Party (such Party, the “Terminating Party”) upon written notice to the other Party, if:

(i) the other Party fails to perform or otherwise breaches a material provision of this Agreement and such failure or breach is not cured, to the reasonable satisfaction of the Terminating Party, within [***] days of written notice thereof;

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(ii) the other Party fails to perform or otherwise breaches a material provision of this Agreement, where such failure or breach is substantially similar to a prior failure or breach by such other Party, unless, within [***] days of written notice of such subsequent failure or breach, such other Party has (x) cured such subsequent failure or breach to the reasonable satisfaction of such Party (if such failure or breach is subject to cure) and (y) demonstrated, to such Party’s sole satisfaction, that such other Party has enacted remedial measures designed to prevent the failure or breach from occurring again;

(iii) the other Party makes a general assignment for the benefit of creditors or becomes insolvent, or a receiver is appointed for, or a court approves reorganization or arrangement proceedings on, such Party;

(iv) Service Provider Parties are prevented from performing this Agreement or any particular Service provided hereunder for a period of at least [***] days by reason of the occurrence of any Force Majeure Event; provided that this Agreement may only be terminated under this Section 10.2(a)(iv) with respect to the affected Service; or

(v) required by any Governmental Entity, upon [***] days’ notice or sooner if necessary; provided that, in such circumstances, the Parties shall use commercially reasonable efforts to identify a reasonable alternative arrangement to provide the relevant Services sufficient for the purposes of Service Recipient. The applicable Party prevented by such regulatory action shall bear the reasonable additional costs and expenses of the other Party arising as a result of such regulatory action.

(b) Partial Termination by Service Recipient. Service Recipient may, on [***] days’ prior written notice to Service Provider, terminate in whole or in part any Service (to the extent terminated, a “Terminated Service”). Any such termination notice shall include all other Services that are dependent upon the Terminated Services (e.g., a request to terminate network services shall also include the termination of email services). Service Provider shall, within [***] days of receipt of Service Recipient’s written termination notice, notify in writing Service Recipient of (i) any affected Dependent Services of the Terminated Service that were not included in Service Recipient’s written termination notice and (ii) any Additional Services that Service Provider may require as a result of the termination of such Terminated Service. Service Recipient shall, within [***] days of receipt of Service Provider’s written notice, confirm to Service Provider in writing the termination of the Service and any and all Dependent Services listed in Service Provider’s written notice; provided that if Service Recipient does not so confirm within the foregoing period, Service Recipient shall be deemed to have confirmed the termination of the Services and any and all Dependent Services listed in Service Provider’s written notice. Any such Terminated Service shall be deleted from Schedule 2.1 (as applicable) and Service Provider Parties shall have no further obligation to provide, and Service Recipient shall have no obligation to continue to use or pay for, any such Terminated Service. Any termination notice delivered by Service Recipient shall specify in detail the Services to be terminated, and the effective date of such termination. Upon receipt of a written notice of termination of a Service, Service Provider Parties shall: (x) cease providing the applicable Terminated Service as of the termination date set forth in the notice; and (y) only invoice Service Recipient for (i) its use of the applicable Terminated Service prior to the effective date of termination and (ii) any irrecoverable costs borne by the Service Provider in expectation of providing the applicable Terminated Service beyond such effective date of termination; provided that if Service Recipient actually uses the applicable Terminated Service following the effective date of termination, Service Provider Parties shall invoice Service Recipient for such use, and Service Recipient shall pay such invoice in accordance with this Agreement.

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Section 10.3 Effect of Termination. In the event that this Agreement is terminated for any reason:

(a) Service Provider shall (i) provide reasonable cooperation and assistance to Service Recipient upon Service Recipient’s written request and at Service Recipient’s expense in transitioning the Services to an alternate Service Provider and (ii) on a pro rata basis, repay all Fees and expenses paid in advance for any Services which have not been provided. Service Recipient will pay Service Provider for the Services that have been properly performed through the date of termination.

(b) Subject to the terms of the Data Sharing Agreement, each Party shall (i) return to the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on the other Party’s Confidential Information, (ii) permanently erase all of the other Party’s Confidential Information from its computer systems and (iii) at the other Party’s request, certify in writing to the other Party that it has complied with the requirements of this clause; provided, however, that Service Recipient may retain copies of any Confidential Information of Service Provider to the extent necessary to allow it to make full use of the Services.

(c) In no event shall Service Recipient be liable for any Service Provider Personnel termination costs arising from the expiration or termination of this Agreement.

(d) The rights and obligations of the Parties set forth in Section 1.1, Article IV, Article VI, Article VII, Article VIII, Article IX, this Section 10.3, and Article XI will survive any such termination or expiration of this Agreement.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Interpretation.

(a) For purposes of this Agreement, (i) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (ii) the word “or” is not exclusive; and (iii) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole.

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(b) This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

(c) Any capitalized term used in any Schedule but not otherwise defined therein will have the meaning given to such term in this Agreement.

(d) When a reference is made to an Article, Section or Schedule, such reference shall be to an Article, Section or Schedule of this Agreement unless otherwise indicated.

(e) Unless the context requires otherwise, words using the singular or plural number also include the plural or singular number, respectively, the use of any gender herein shall be deemed to include the other genders and references to a Person are also to its permitted successors and assigns.

(f) References to “Dollars” or “$” are to U.S. dollars.

(g) References to “U.S.” are to the United States of America, including its territories and possessions.

(h) References to any Law shall be deemed to refer to such Law as amended from time to time and to any rules or regulations promulgated thereunder.

(i) Any reference to “days” means calendar days unless Business Days are expressly specified.

(j) When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

Section 11.2 SDA Provisions. The following provisions of the Separation and Distribution Agreement are hereby incorporated by reference mutatis mutandis: Article IX (Dispute Resolution), Section 11.1 (Complete Agreement; Construction), Section 11.2 (Ancillary Agreements), Section 11.3 (Counterparts), Section 11.7 (Waivers), Section 11.8 (Amendments), Section 11.9 (Assignment), Section 11.10 (Successors and Assigns), Section 11.13 (Subsidiaries), Section 11.15 (Title and Headings), Section 11.18 (Specific Performance), Section 11.19 (Severability), and Section 11.20 (No Duplication; No Double Recovery).

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Section 11.3 Notices. All notices and other communications to be given to either Party under this Agreement shall be sufficiently given for all purposes hereunder if in writing and delivered by hand, courier or overnight delivery service, or [***] days after being mailed by certified or registered mail, return receipt requested, with appropriate postage prepaid, or electronically mailed (with a response confirming receipt), and shall be directed to the address set forth below (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 11.3):

To Service Recipient:

[•]

with a copy (which shall not constitute notice) to:

[•]

To Service Provider:

[•]

with a copy (which shall not constitute notice) to:

[•]

Section 11.4 Third Party Beneficiaries. Except (i) as provided in Article VIII relating to Indemnitees, this Agreement is solely for the benefit of, and is only enforceable by, the Parties and their permitted successors and assigns and should not be deemed to confer upon third parties any remedy, benefit, claim, liability, reimbursement, cause of Action or other right of any nature whatsoever, including any rights of employment for any specified period, in excess of those existing without reference to this Agreement.

Section 11.5 Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.

Section 11.6 No Joint Venture or Partnership. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have caused this Transition Services Agreement to be duly authorized, executed and delivered, as of the Effective Date.

Adeia Inc.
By:
	Name:
	Title:
Xperi Inc.
By:
	Name:
	Title:

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EX-10.6

Exhibit 10.6

[CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.]

DATA SHARING AGREEMENT

by and between

ADEIA INC.

and

XPERI INC.

Dated [•]

TABLE OF CONTENTS

		Page
	ARTICLE I
	DEFINITIONS
Section 1.1	Definitions		1
	ARTICLE II
	SCOPE AND APPLICATION
Section 2.1	Scope		4
Section 2.2	Affiliates; Personnel; Third Parties		4
	ARTICLE III
	PERSONAL INFORMATION, PRIVACY AND SECURITY
Section 3.1	Privacy and Data Protection		5
Section 3.2	Restrictions		5
Section 3.3	Use of Security Controls		6
Section 3.4	Notification and Implementation of Opt-Outs		7
Section 3.5	Retention and Destruction of Personal Information		7
Section 3.6	Access to Networks		7
Section 3.7	Regulatory Investigations		8
	ARTICLE IV
	CONFIDENTIALITY
Section 4.1	Confidential Information		8
Section 4.2	Disclosure in Compliance With Law		9
Section 4.3	Unauthorized Disclosures		9
	ARTICLE V
	CORPORATE RECORDS
Section 5.1	Records Management and Retention Policy		9
Section 5.2	Record Retrieval Requests		9
Section 5.3	Retention and Care of the Records		10
Section 5.4	Coordinators		10

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	ARTICLE VI
	FEES
Section 6.1	Allocation of Costs and Taxes	11
	ARTICLE VII
	INDEMNIFICATION; SPECIFIC PERFORMANCE
Section 7.1	Indemnification	11
Section 7.2	Indemnification Procedures	11
Section 7.3	Specific Performance	12
	ARTICLE VIII
	DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
Section 8.1	Disclaimer of Warranties	12
Section 8.2	Limitation of Liability	12
	ARTICLE IX
	DURATION; NO TERMINATION
Section 9.1	Term of Agreement	13
Section 9.2	No Termination	13
	ARTICLE X
	MISCELLANEOUS
Section 10.1	Interpretation	13
Section 10.2	SDA Provisions	14
Section 10.3	Force Majeure; Change in Applicable Law	14
Section 10.4	Notices	15
Section 10.5	Third-Party Beneficiaries	15
Section 10.6	Governing Law	15
Section 10.7	No Joint Venture or Partnership	16
Section 10.8	Divestiture	16

SCHEDULES
Schedule 5.3	Retention Schedule for Select Records
Schedule 5.4	Records Coordinators

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DATA SHARING AGREEMENT

This DATA SHARING AGREEMENT (this “Agreement”), dated as of [•], (the “Effective Date”), by and between Adeia Inc., a Delaware corporation (“IP RemainCo”), and Xperi Inc., a Delaware corporation (“Product SpinCo”). Each of IP RemainCo and Product SpinCo is sometimes referred to herein as a “Party” and collectively, as the “Parties.”

WHEREAS, IP RemainCo and Product SpinCo, acting through their respective direct and indirect Subsidiaries, currently conduct (i) the IP Business and (ii) the Product Business, respectively;

WHEREAS, IP RemainCo and Product SpinCo have entered into a Separation and Distribution Agreement, dated as of [•], pursuant to which the Parties separated into two separate, publicly traded companies;

WHEREAS, the Parties have executed various Ancillary Agreements, of even date herewith, pursuant to the Separation and Distribution Agreement to facilitate and provide for an ordinary transition in connection with the consummation of the transactions contemplated by the Separation and Distribution Agreement, and to facilitate the ongoing operations of the Product Business and IP Business;

WHEREAS, the Separation and Distribution Agreement and [certain of] the Ancillary Agreements contemplate that the Parties execute a Data Sharing Agreement to provide a binding framework for the sharing of Data between the IP RemainCo Group and the Product SpinCo Group; and

WHEREAS, this Agreement sets forth the terms and conditions governing the sharing of Data between the IP RemainCo Group and the Product SpinCo Group.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Separation and Distribution Agreement. Unless the context clearly requires otherwise, the following terms shall have the following meanings:

“Accessing Party” has the meaning set forth in Section 3.6(a).

“Agreement” has the meaning set forth in the preamble.

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“Confidential Information” means any Data that is treated as confidential by a Party. The terms of this Agreement are Confidential Information of both Parties. Notwithstanding the foregoing, “Confidential Information” shall not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information; provided that, for proposes of this Agreement, (i) Personal Information that is Shared hereunder is deemed “Confidential Information” of the Party Sharing such Personal Information and (ii) the exceptions set forth in (a)-(d) shall not apply with respect to any such Personal Information.

“Data” means Records, Personal Information, data or other information.

“Data Protection Law” means any Law to which a Party or its Affiliate is subject and which relates to data protection or data privacy.

“Disclosing Party” has the meaning set forth in Section 4.1.

“Divested Business” has the meaning set forth in Section 10.8.

“Effective Date” has the meaning set forth in the preamble.

“Force Majeure Event” has the meaning set forth in Section 10.3.

“Indemnified Party” has the meaning set forth in Section 7.1.

“Indemnifying Party” has the meaning set forth in Section 7.1.

“IP RemainCo” has the meaning set forth in the preamble.

“Losses” means all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Network Owner” has the meaning set forth in Section 3.6(a).

“Opt-Out” means a choice given to or exercised by an individual to decline, reject or refuse the collection or other Processing of his or her Personal Information.

“Parties” has the meaning set forth in the preamble.

“Party” has the meaning set forth in the preamble.

“Personal Information” means any information that (i) identifies or relates to an individual or household that can be identified directly or indirectly from such information, alone or in combination with other information in the possession or control of a Party or any of its Affiliates, or that a Party or any of its Affiliates is likely to have access to or (ii) is defined as “personal data,” “personal information,” “personally identifiable information” or a similar term under applicable Data Protection Laws. For the avoidance of doubt, Personal Information does not include personal information that is anonymized and deidentified and no longer identifies an individual or household.

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“Personnel” shall mean, with respect to any Party, the employees, officers, agents, independent contractors and consultants of such Party or its Affiliates.

“Process” (including the usage of “Processes,” “Processed” and “Processing”) means any operation or set of operations which is performed upon any information, including Personal Information, whether or not by automatic means, including any collection, Sharing or other transfer, recording, organization, storage, adaptation, alteration, retrieval, consultation, use, disclosure, transmission, dissemination, combination, blocking, erasure or destruction thereof.

“Product SpinCo” has the meaning set forth in the preamble.

“Receiving Party” has the meaning set forth in Section 4.1.

“Record” means information that is inscribed on a tangible medium or is stored in an electronic or other medium and which is retrievable in perceivable form, including any Contracts, documents, books, records or files and in each case may include aggregated data as between the Parties.

“Records Management Policy” has the meaning set forth in Section 5.1(a).

“Retention Period” has the meaning set forth in Section 5.3(a).

“Retrieval Request” has the meaning set forth in Section 5.2(a).

“Security Controls” means any controls that are used to regulate access to, or prevent the alteration, loss or destruction of, any Personal Information.

“Security Incident” means any unauthorized, unlawful or accidental access, loss, destruction, acquisition of or damage to Data of a Party or its Affiliate.

“Share” (including the usage of “Shares,” “Shared” and “Sharing”) means the access to or sharing of information, including Personal Information, by electronic or other means.

“Term” has the meaning set forth in Section 9.1.

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ARTICLE II

SCOPE AND APPLICATION

Section 2.1 Scope.

(a) Subject to Section 2.1(b), this Agreement governs the Sharing of Data between the Product SpinCo Group, on the one hand, and the IP RemainCo Group, on the other hand, whether under the Separation and Distribution Agreement or any Ancillary Agreement. In the event of a conflict between the Separation and Distribution Agreement or any other Ancillary Agreement, on the one hand, and this Agreement, on the other hand, with respect to the Sharing of Data between the Product SpinCo Group and the IP RemainCo Group, the terms of this Agreement shall prevail.

(b) Notwithstanding anything to the contrary herein, the Tax Matters Agreement shall govern with respect to matters related to the provision of Tax Records.

(c) For the avoidance of doubt, this Agreement shall not apply with respect to:

(i) Data that is Shared among members of the IP RemainCo Group not involving any member of the Product SpinCo Group, or among members of the Product SpinCo Group not involving any member of the IP RemainCo Group; or

(ii) the Sharing of Data pursuant to Contracts entered into between or among any of the Parties or their Affiliates after the Effective Date.

(d) Reservation of Rights. Each Party retains the ownership and title to any and all of its Data and Intellectual Property. This Agreement is not intended to, and shall not, transfer, assign or license any right, title or other interest in or to any Personal Information, Data or Intellectual Property from any Person to any other Person.

Section 2.2 Affiliates; Personnel; Third Parties.

(a) In the event that any Affiliate of Product SpinCo directly or indirectly receives Data from any member of the IP RemainCo Group hereunder, Product SpinCo shall cause its applicable Affiliate to comply with the terms and conditions of this Agreement, as if such Affiliate were a named party to this Agreement. In the event that any Affiliate of IP RemainCo directly or indirectly receives Data from any member of the Product SpinCo Group, IP RemainCo shall cause its applicable Affiliate to comply with the terms and conditions of this Agreement, as if such Affiliate were a named party to this Agreement.

(b) Each of Product SpinCo and IP RemainCo shall be liable for the actions or omissions of its Affiliates and its and their Personnel, as applicable, with respect to (i) all Sharing and other Processing of Data in accordance with the terms of this Agreement and (ii) access to Confidential Information or Data of the other Party or its Affiliates.

(c) Each Party shall only Share Data received hereunder with a third party (including a contractor, vendor or other service provider) that has entered into a written Contract with confidentiality, non-use and other applicable restrictions at least as strict as those set forth in this Agreement. Such Contract shall be provided to the other Party promptly upon request. A Party retaining such a third party shall remain accountable and responsible for all actions of such third party with respect to Confidential Information, Personal Information or other Data Shared hereunder.

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ARTICLE III

PERSONAL INFORMATION, PRIVACY AND SECURITY

Section 3.1 Privacy and Data Protection.

(a) The Parties acknowledge that, as between the Parties, from and after the Effective Date: (i) IP RemainCo (or IP RemainCo’s Affiliate where the identity of the controller has been defined to the data subject as such Affiliate) is a controller (for purposes of the GDPR) with respect to the Processing of the Personal Information related to the IP RemainCo Group and (ii) Product SpinCo (or Product SpinCo’s Affiliate where the identity of the controller has been defined to the data subject as such Affiliate) is a controller (for purposes of the GDPR) with respect to the Processing of the Personal Information related to the Product SpinCo Group.

(b) Each Party shall comply with: (i) all Data Protection Laws that are applicable to Sharing of Data under this Agreement; and (ii) all Data, system and security requirements that are reasonable and consistent with current industry practices, including appropriate physical, electronic and procedural safeguards. To the extent that any such Data Protection Laws may apply to the Parties’ obligations under this Agreement, the Parties agree to work in good faith to meet the objectives of this Agreement while complying with such Data Protection Laws. Each Party shall maintain privacy policies, terms of use and similar Contracts that will enable it to fully comply with its obligations under this Agreement unless required otherwise by applicable Law.

(c) Each Party shall promptly, without undue delay, notify the other Party of any Security Incident that materially impacts the receipt or safeguarding of the Confidential Information, Personal Information or other Data of the other Party or its Affiliates.

Section 3.2 Restrictions. Except (i) as may otherwise be mutually agreed by the Parties or (ii) to the extent the receiving Party is itself a controller of the received Data, each Party receiving Data of the other Party hereunder shall not in respect of such Data:

(a) Access, sell, share or use the Confidential Information, Personal Information or other Data received for any purpose (including for its own commercial benefit) not specifically permitted in writing by the Separation and Distribution Agreement, this Agreement or another Ancillary Agreement;

(b) with respect to Personal Information received hereunder concerning individuals solely associated with the disclosing Party or its Affiliates, contact individuals to obtain consent for additional types of Processing of such Personal Information;

(c) use any Personal Information received hereunder concerning individuals solely associated with the disclosing Party or its Affiliates to undertake any direct marketing to any individuals;

(d) use any Personal Information received hereunder concerning individuals solely associated with the disclosing Party or its Affiliates as the basis to grant or deny any material benefit to an individual, the determination of which is wholly automated; or

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(e) Share any Personal Information received hereunder with any third party, including contractors, vendors or other service providers (except for those contractors, vendors or other service providers currently engaged under the Separation and Distribution Agreement or any other Ancillary Agreement), except (i) for a legitimate business purpose and (ii) in accordance with the policies and procedures with respect to vendor diligence and the protection of Personal Information at least as stringent as the policies and procedures that the Party Sharing such Personal Information uses to protect its own Personal Information of a similar nature, in all cases, except where such disclosure, transfer or access is mandated by applicable Law (subject to prompt written notice of such requirement to transfer or disclose, unless such notice is prohibited by applicable Law).

Section 3.3 Use of Security Controls.

(a) Each Party shall have a written comprehensive security program that protects Personal Information Shared by the other Party and includes appropriate and commercially reasonable technical and organizational Security Controls, designed to prevent accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access and against all other unlawful forms of Processing or as otherwise required or deemed to be adequate under any Data Protection Law. Such Security Controls will be at least as stringent as the data protection rules that such Party uses to protect its own Personal Information of a similar nature.

(b) In the event that a Party, any of its Affiliates or its or their Personnel, contractors, vendors or other service providers are subject to any Security Incident that materially impacts the receipt or safeguarding of the Confidential Information, Personal Information or other Data of the other Party or its Affiliates, such Party shall immediately notify the other Party (and in any event within 24 hours) of such Security Incident and will reasonably cooperate with the other Party to investigate, remediate, and mitigate the effects of such Security Incident and to comply with any applicable notification provisions to individuals or regulatory authorities. To the extent that such Security Incident arises out of an act or omission by a Party, any of its Affiliates, or its or their Personnel, contractors, vendors or other service providers, or constitutes a breach of this Agreement by such Party, such Party will be responsible for any Losses arising from such Security Incident.

(c) Each Party shall hold Personal Information received hereunder in strict confidence and require Personnel who will be provided access or will otherwise Process such Personal Information to protect such Personal Information in accordance with the requirements of this Agreement.

(d) Each Party shall limit access to Personal Information received hereunder to only those individuals who have a legitimate business need to access such Personal Information and will grant access to the smallest number of necessary individuals with a need to know such Personal Information for their job function. Each Party shall implement appropriate technical and physical access controls (such as passwords, card key readers, and locks on files) to limit access to such Personal Information.

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(e) Each Party shall provide Personnel who will be provided access, or will otherwise Process Personal Information received hereunder, with appropriate training regarding information security, privacy and the protection of Personal Information.

(f) Each Party shall comply with any Security Controls required by any country having jurisdiction over the Personal Information received hereunder.

Section 3.4 Notification and Implementation of Opt-Outs. With respect to any Personal Information Shared hereunder, each Party will timely notify the other Party of (i) any Opt-Out or any other choice or request for access or rectification, blocking or similar requests made by any individual, and shall not respond to any such requests unless expressly authorized to do so by the notified Party; (ii) any complaint relating to the Processing of such Personal Information, including allegations that the Processing infringes on an individual’s rights under Data Protection Law; or (iii) any order, demand, warrant, or any other document purporting to compel the production of such Personal Information under Data Protection Law. Each Party shall use and otherwise Process all such Personal Information in accordance with all such Opt-Outs or other choices and will promptly notify the other Party of such actions and shall cooperate with such notified Party with respect to any action taken relating to such request, complaint, or order or other document.

Section 3.5 Retention and Destruction of Personal Information. Each Party shall retain all Personal Information received hereunder only for the period necessary to complete the purposes for which the Personal Information was Shared with such Party. Upon the completion of such purposes, the receiving Party will cease Processing and will, as instructed by the other Party, (i) permanently destroy such Personal Information so that such Personal Information is unreadable or (ii) anonymize such Personal Information such that it is not reasonably capable of reidentification by such Party or its Affiliates.

Section 3.6 Access to Networks.

(a) Each Party and its Affiliates (collectively, the “Network Owner”) may provide the other Party and its Affiliates (collectively, the “Accessing Party”) with access to the Network Owner’s IT Assets via a secure method selected by such Party.

(b) The Accessing Party shall only use (and will ensure that its Personnel only use), and shall only have access to, the Network Owner’s IT Assets for the purpose of, and to the extent required for, exercising its rights or performing its obligations under the Separation and Distribution Agreement, this Agreement or another Ancillary Agreement (including the provision or receipt of services under the Transition Services Agreement).

(c) The Accessing Party shall not allow nor permit its agents or subcontractors to use or have access to the Network Owner’s IT Assets unless (i) such agents or subcontractors are employees of the Accessing Party or of an Affiliate of the Accessing Party, (ii) such agents and subcontractors are currently engaged under the Separation and Distribution Agreement or any other Ancillary Agreement or (iii) the Network Owner gives its express prior written approval for such use or access by each relevant agent or subcontractor, such approval not to be unreasonably withheld.

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(d) The Accessing Party shall not (and shall ensure that its Personnel shall not): (i) use the Network Owner’s IT Assets to develop Software, process data or perform any work or services other than for the purpose of exercising its rights or performing its obligations under the Separation and Distribution Agreement, this Agreement or another Ancillary Agreement (including the provision or receipt of services under the Transition Services Agreement); (ii) break, interrupt, circumvent, adversely affect or attempt to break, interrupt, circumvent or adversely affect any security system or measure of the Network Owner’s IT Assets; (iii) obtain, or attempt to obtain, access to any hardware, program or data stored in the Network Owner’s IT Assets except to the extent reasonably necessary to exercise the Accessing Party’s rights or perform its obligations under the Separation and Distribution Agreement, this Agreement or another Ancillary Agreement (including the provision or receipt of services under the Transition Services Agreement) or with respect to which the Network Owner has given its prior written consent for the Accessing Party to obtain or attempt to obtain such access; and (iv) use, disclose or give access to any part of the Network Owner’s IT Assets to any third party, other than its agents and subcontractors authorized by the Network Owner in accordance with this Section 3.6. All user identification numbers and passwords for the IT Assets disclosed to the Accessing Party, and any information obtained from the use of the Network Owner’s IT Assets, shall be deemed Confidential Information of the Network Owner.

Section 3.7 Regulatory Investigations. The Parties shall cooperate in any regulatory investigation or in any internal investigation by either Party arising out of or related to this Agreement, whether or not related to a regulatory investigation. Each Party shall use commercially reasonable efforts to mitigate any liabilities of the other Party or its Affiliates in connection with any such regulatory investigation or the Sharing of Data hereunder.

ARTICLE IV

CONFIDENTIALITY

Section 4.1 Confidential Information. The Receiving Party agrees: (a) not to disclose or otherwise make available the Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its Affiliates, and their officers, employees and legal advisors who have a “need to know,” who have been apprised of this restriction and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section 4.1; (b) to use the Confidential Information of the Disclosing Party only for the purposes of exercising its rights or performing its obligations under the Separation and Distribution Agreement, this Agreement or another Ancillary Agreement (including the provision or receipt of services under the Transition Services Agreement); and (c) to promptly notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing Party, with the Party disclosing such information or materials, the “Disclosing Party,” and the Party receiving such information or materials, the “Receiving Party.”

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Section 4.2 Disclosure in Compliance With Law. If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall, to the extent permitted by Law, provide: (a) prompt written notice of such requirements so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and (b) reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing such notice and assistance as required herein, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose no more than that portion of the Confidential Information which the Receiving Party is legally required to disclose.

Section 4.3 Unauthorized Disclosures. The Receiving Party shall immediately inform the Disclosing Party in the event that it becomes aware of the possession, Processing, use or knowledge of any of the Confidential Information by any Person not authorized to possess, use or have knowledge of the Confidential Information and shall, at the request of the Disclosing Party, provide such reasonable assistance as is required by the Disclosing Party to mitigate any damage caused thereby.

ARTICLE V

CORPORATE RECORDS

Section 5.1 Records Management and Retention Policy.

(a) Each Party shall promulgate and abide by a commercially reasonable Records management policy (“Records Management Policy”) which provides that:

(i) The Records held by the Party and its Affiliates are accessible and secure;

(ii) The Records held by the Party and its Affiliates are retained long enough to (x) to fulfill its business needs and (y) to reasonably allow it to comply with its obligations under the other Ancillary Agreements and applicable Law;

(iii) The Party has the necessary Records available to meet appropriate requirements, including (x) litigation discovery requirements and (y) other requirements reasonably contemplated by the Ancillary Agreements; and

(iv) The Records that are not necessary to fulfill the Party’s business needs or meet other appropriate requirements are routinely and non-selectively destroyed in the normal course of business under an approved and current records retention schedule in order to avoid the expenses associated with indefinite retention of unnecessary documents, including storage, maintenance, equipment, and legal costs.

Section 5.2 Record Retrieval Requests.

(a) From time to time, a Party (as the requesting Party) may submit a request for a Record held by the other Party (as the retrieving Party), wherein such Record relates to the conduct of the Product Business or the IP Business (“Retrieval Request”).

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(b) Upon receipt by a Party of a reasonable Retrieval Request from the requesting Party, the retrieving Party shall reasonably promptly retrieve the Record specified in the Retrieval Request and Share such Record with the requesting Party, or, if such Record is not available, inform the requesting Party that the Record is not available and the reasons, if known, for such unavailability. In the event that the Retrieval Request is time-sensitive, the requesting Party shall notify the retrieving Party of this fact, and the retrieving Party will use commercially reasonable efforts to comply with the Retrieval Request as promptly as possible.

(c) Examples of reasonable Retrieval Requests include (i) requests for Records identified on Schedule 5.3 or similar Records for legitimate business purposes and (ii) subject to the Tax Matters Agreement, requests for Records to assist in [***].

Section 5.3 Retention and Care of the Records.

(a) In furtherance and not in limitation of the obligations of the Parties under this Agreement, each Party shall, and shall cause their respective Affiliates to, as applicable, preserve and keep the Records set forth on Schedule 5.3 for the period of time specified on Schedule 5.3, or such longer period (i) if a different period is required by applicable Law (including any statute of limitations and applicable extensions thereof), any Governmental Entity or such Party’s Records Management Policy or (ii) as may be reasonably necessary with respect to the investigation, prosecution or defense of any legal or regulatory Action or audit that is then pending or threatened and with respect to which one Party has notified the other Party (as custodian) as to the need to retain such Records (such period, the “Retention Period”). For avoidance of doubt, the Retention Period for any Records not listed on Schedule 5.3, shall be governed by the applicable Party’s Records Management Policy in accordance with Section 5.1, in which case the provisions of this Section 5.3 shall apply mutatis mutandis.

(b) The Parties shall not, and shall procure that their respective Personnel shall not, store within the physical Records material that is highly flammable, explosive, hazardous, toxic, radioactive, medical waste, or otherwise dangerous or unsafe to store or handle, or any material which is regulated under any national, federal, provincial, state or other local law or regulation relating to the environment or hazardous materials.

(c) Upon the end of the applicable Retention Period for any Record, unless the other Party reasonably requests that the Party in possession of such Record preserve and keep such Record, the Party in possession of such Record may destroy such Record in accordance with its Records Management Policy and any other applicable policies.

Section 5.4 Coordinators. The Parties shall each nominate one or more representatives to act as the primary contact persons with respect to Sharing of Data, retention and care of Records and Retrieval Requests, (each, a “Records Coordinator”). Unless otherwise agreed upon by the Parties, communications relating to this Agreement and to the Sharing of Data, retention and care of Records and Retrieval Requests shall be directed to the Records Coordinators. The initial Records Coordinators for the Parties, including relevant contact information, are set forth on Schedule 5.4. Either Party may replace one or more its Records Coordinators with one or more individuals of comparable qualifications and experience at any time by providing notice in accordance with Section 10.4. Each Party may treat the actions of the other Party’s Records Coordinators as having been authorized by such other Party without further inquiry as to whether such Records Coordinators had authority to so act.

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ARTICLE VI

FEES

Section 6.1 Allocation of Costs and Taxes.

(a) Unless otherwise specified, each Party shall perform all their obligations under this Agreement at their own respective cost and expense. Without limiting the generality of the foregoing, each Party shall bear its costs and expenses incurred in connection with the Processing of Data and the preparation, submission, receipt, processing and handling of any Retrieval Request, including the review of the Retrieval Request, the Sharing and receipt of any such Record, and the protection, storage and other Processing of any such Record received hereunder.

(b) Notwithstanding the provisions of Section 6.1(a), if the retrieving Party reasonably anticipates incurring a material out-of-pocket cost to comply with a Retrieval Request and notifies the requesting Party of such cost (or reasonable estimate thereof), the Parties shall negotiate in good faith regarding the allocation of such cost. In the event that the requesting Party agrees to reimburse the retrieving Party for any such cost or any portion thereof, then the requesting Party shall remit such reimbursement reasonably promptly upon receipt of an invoice therefor, including any receipts or other evidence of such costs reasonably requested by the requesting Party.

(c) Subject to the Tax Matters Agreement, (i) unless otherwise mutually agreed by the Parties, each Party shall pay any Taxes levied in connection with the activities herein as required by Law and (ii) for avoidance of doubt, no payment due in connection with the transactions herein shall be grossed-up, majored or increased to mitigate the effect of any Taxes levied on such payment.

ARTICLE VII

INDEMNIFICATION; SPECIFIC PERFORMANCE

Section 7.1 Indemnification. Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party, its Affiliates, and their respective Personnel (each, an “Indemnified Party”) from and against any and all Losses actually incurred by an Indemnified Party by reason of any material breach of any covenant applicable to such Indemnifying Party (or its Personnel) in this Agreement, except to the extent such Losses result from or arise out of Indemnified Party’s gross negligence or intentional misconduct in connection with this Agreement.

Section 7.2 Indemnification Procedures. In seeking indemnification hereunder with respect to any third-party claim that is covered by the indemnification obligations in Section 7.1 (“Covered Action”), an Indemnified Party shall promptly notify the Indemnifying Party in writing of any such Covered Action and cooperate with the Indemnifying Party, at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall immediately take control of the defense and investigation of such Covered Action and shall employ counsel of its

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choice to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall not settle any Covered Action in a manner that adversely affects the rights of an Indemnitee without such Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. An Indemnitee’s failure to perform any obligations under this Section 7.2 shall not relieve the Indemnifying Party of its obligations under this Section 7.2, except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result of such failure. The applicable Indemnitee may participate in and observe the proceedings at its own cost and expense. Subject to Section 8.1, the rights and remedies of the Parties under this Agreement (including pursuant to Section 7.1) are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder or at law or in equity for any breach of this Agreement.

Section 7.3 Specific Performance. The Parties acknowledge and agree that irreparable harm would occur in the event that the Parties do not perform any provision of this Agreement in accordance with its specific terms or otherwise breach this Agreement and the remedies at law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any breach hereof. Accordingly, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party that is or is to be thereby aggrieved shall, subject and pursuant to the terms of this Agreement (including the provisions of the Separation and Distribution Agreement incorporated by reference herein pursuant to Section 10.2), have the right to specific performance and injunctive or other equitable relief under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

ARTICLE VIII

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

Section 8.1 Disclaimer of Warranties. EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR OR SPECIFIC PURPOSE, DATA ACCURACY, QUIET ENJOYMENT AND NON-INFRINGEMENT.

Section 8.2 Limitation of Liability. EXCEPT AS SET FORTH EXPRESSLY IN SECTION 3.3(B), EACH PARTY AND ITS AFFILIATES SHALL HAVE NO LIABILITY WHATSOEVER TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING LOSS OF DATA, LOSS OF USE, CLAIMS OF THIRD PARTIES OR LOST PROFITS OR REVENUES OR OTHER ECONOMIC LOSS BY THE REQUESTING PARTY OR ANY THIRD PARTY), WHETHER IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), CONTRACT OR OTHERWISE, ARISING IN ANY MANNER OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ITS PERFORMANCE OR BREACH HEREOF, OR INCIDENT TO EITHER PARTY’S OR ANY THIRD PARTY’S USE OF (OR ANY INABILITY TO USE) ANY DATA SHARED HEREUNDER, AND WHETHER OR NOT THE RETRIEVING PARTY HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES.

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ARTICLE IX

DURATION; NO TERMINATION

Section 9.1 Term of Agreement. This Agreement shall become effective on the Effective Date and shall remain in force unless and until the Parties expressly agree in writing to terminate this Agreement “Term.”

Section 9.2 No Termination. The Parties agree that neither Party shall have the right to terminate this Agreement based on any breach hereof or for any other reason, and each Party’s sole and exclusive remedy with respect to any breach hereof by the other Party shall be to seek indemnification for the breach in accordance with Article VII or injunctive or other equitable relief pursuant to Section 7.3 to cure, limit and restrain any such breach or threatened breach.

ARTICLE X

MISCELLANEOUS

Section 10.1 Interpretation.

(a) For purposes of this Agreement, (i) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (ii) the word “or” is not exclusive; and (iii) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole.

(b) This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

(c) Any capitalized term used in any Schedule but not otherwise defined therein will have the meaning given to such term in this Agreement.

(d) When a reference is made to an Article, Section, Exhibit or Schedule, such reference shall be to an Article, Section or Schedule of this Agreement unless otherwise indicated.

(e) Unless the context requires otherwise, words using the singular or plural number also include the plural or singular number, respectively, the use of any gender herein shall be deemed to include the other genders and references to a Person are also to its permitted successors and assigns.

(f) References to “Dollars” or “$” are to U.S. dollars.

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(g) References to “U.S.” are to the United States of America, including its territories and possessions.

(h) References to any Law shall be deemed to refer to such Law as amended from time to time and to any rules or regulations promulgated thereunder.

(i) Any reference to “days” means calendar days unless Business Days are expressly specified.

(j) When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

Section 10.2 SDA Provisions. The following provisions of the Separation and Distribution Agreement are hereby incorporated by reference mutatis mutandis: Article IX (Dispute Resolution), Section 11.1 (Complete Agreement; Construction), Section 11.3 (Counterparts), Section 11.7 (Waivers), Section 11.8 (Amendments), Section 11.9 (Assignment), Section 11.10 (Successors and Assigns), Section 11.15 (Title and Headings), Section 11.19 (Severability), and Section 11.20 (No Duplication; No Double Recovery).

Section 10.3 Force Majeure; Change in Applicable Law.

(a) No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any provision of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected Party’s reasonable control, including: (i) acts of God; (ii) flood, fire or explosion; (iii) war, invasion, riot or other civil unrest; (iv) actions, embargoes or blockades in effect on or after the Effective Date; (v) national or regional emergency; or (vi) epidemic or pandemic (each of the foregoing, a “Force Majeure Event”). A Party whose performance is affected by a Force Majeure Event shall give notice to the other Party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

(b) If the performance of this Agreement or any portion hereof will violate any Data Protection Law or other applicable Law, then either Party shall have the right to suspend, and not execute, any Sharing of Data or other activities hereunder, but only to the extent that such activities violate applicable Law. The Party suspending Sharing of Data or other activities hereunder shall give the reason and notice to the other Party of such decision.

(c) If any Sharing of Data hereunder is subject to any Law of any country which requires a change in the terms of this Agreement or additional actions, then the Parties will use reasonable commercial efforts to promptly amend this Agreement or otherwise comply with any such Laws.

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Section 10.4 Notices. All notices and other communications to be given to either Party under this Agreement shall be sufficiently given for all purposes hereunder if in writing and delivered by hand, courier or overnight delivery service, or five (5) days after being mailed by certified or registered mail, return receipt requested, with appropriate postage prepaid, or electronically mailed (with a response confirming receipt), and shall be directed to the address set forth below (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.4):

To IP RemainCo:
[•]
[•]
[•]
Attention:	[•]
Email:	[•]
with a copy (which shall not constitute notice) to:
[•]
[•]
[•]
Attention:	[•]
Email:	[•]
To Product SpinCo:
[•]
[•]
[•]
Attention:	[•]
Email:	[•]
with a copy (which shall not constitute notice) to:
[•]
[•]
[•]
Attention:	[•]
Email:	[•]

Section 10.5 Third-Party Beneficiaries. Except as provided in Article VII relating to Indemnitees, this Agreement is solely for the benefit of, and is only enforceable by, the Parties and their permitted successors and assigns and should not be deemed to confer upon third parties any remedy, benefit, claim, liability, reimbursement, cause of Action or other right of any nature whatsoever, including any rights of employment for any specified period, in excess of those existing without reference to this Agreement.

Section 10.6 Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.

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Section 10.7 No Joint Venture or Partnership. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

Section 10.8 Divestiture. If, during the Term of this Agreement, any Party (i) divests one or more legal entity, business unit or product line that is part of such Party’s Group to an unaffiliated third party or (ii) spins out any legal entity, business unit or product line that is part of such Party’s Group in a transaction not involving an unaffiliated third party where the legal entity, business unit or product line is no longer owned or operated, as applicable, by such Party’s Group after such spin out (in each case, a “Divested Business”), then the rights and obligations granted under this Agreement relevant to such Divested Business shall be binding upon the acquirer of such Divested Business, or such Divested Business, as applicable, and the Party that divests such Divested Business shall either: (a) cause the acquirer of such Divested Business, or such Divested Business, as appliable, to agree in writing to be bound by the applicable terms of this Agreement or (b) at the request of the other Party, use commercially reasonable efforts to cause the Divested Business to comply with its obligations under this Agreement, in the event that the other Party reasonably believes that the Divested Business is failing to comply with its obligations under this Agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have caused this Data Sharing Agreement to be duly authorized, executed and delivered, as of the Effective Date.

Adeia Inc.
By:
	Name:
	Title:
Xperi Inc.
By:
	Name:
	Title:

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[SCHEDULE 5.3]

Retention Schedule for Select Records

Category of Record	Retention Period	Description
Records Held by IP RemainCo:
[***]	[***]	[***]
Records Held by Product SpinCo:
[***]	[***]	[***]

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SCHEDULE 5.4

[Records Coordinators]

I. IP RemainCo Coordinator

Name:	[•]
Title:	[•]
Email Address:	[•]
Telephone Number:	[•]

II. Product SpinCo Coordinator

Name:	[•]
Title:	[•]
Email Address:	[•]
Telephone Number:	[•]

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EX-10.7

Exhibit 10.7

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS. IT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNDER CIRCUMSTANCES THAT WOULD RESULT IN A VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 OR SUCH OTHER LAWS.

TiVo Product Holdco LLC

FORM OF SENIOR UNSECURED PROMISSORY NOTE

US$50,000,000 July 1, 2022

For value received, TiVo Product Holdco LLC (the “Issuer”) hereby unconditionally promises to pay to the holders listed on Annex A (together with any permitted assigns hereunder, the “Holders”) the aggregate principal amount of $50,000,000 (as may be reduced from time to time pursuant to the terms of Article 8 of the Purchase Agreement, the “Principal Amount”) together with all accrued interest thereon calculated from the Effective Date in accordance with the provisions of this promissory note (this “Note”).

This Note was issued pursuant to that certain Stock Purchase Agreement, dated as of July 1, 2022 (as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, the “Purchase Agreement”), by and among Xperi Holding Corporation, TiVo Product Holdco LLC, Vewd Software Holdings Limited (the “Company”), Shareholder Representative Services LLC, a Colorado limited liability company, and securityholders of the Company. These Notes are the “Promissory Notes” referred to in the Purchase Agreement.

1.    Definitions. Capitalized terms used herein shall have the meanings set forth below and any capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement:

“Allocation Date” means the date that is 3 Business Days after the Determination Date.

“Alternative Facility” means, to the extent that any Obligor borrows money or guarantees obligations under any credit facility or bonds, debentures, notes or similar instruments on or after the Qualifying Spin-off Transaction Date, any such facility or instrument.

“Alternative Interest Rate” means, as of any date of determination, to the extent that any Obligor borrows money or guarantees obligations under any Alternative Facility on a secured basis, the highest interest rate payable under any such Alternative Facility as of such date as agreed by the Principal Holder and the Issuer.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230, as amended or modified from time to time.

“Change of Control” means the occurrence of one or more of the following events: (a) prior to a Qualifying Spin-off Transaction, (i) the Issuer Parent ceases to own beneficially, directly or indirectly, in the aggregate, at least 50% of the aggregate ordinary voting power and equity interests representing at least a majority of the aggregate ordinary voting power represented by the issued and outstanding equity interests of any of the Issuer, the Company or Vewd AS, (ii) the Issuer Parent fails to have the ability to elect (either through share ownership or contractual voting or proxy rights) a majority of the board of directors (or comparable management body) of any of the Issuer, the Company or Vewd AS or (iii) there shall have occurred under the Senior Credit Facility any “Change in Control” (as defined in the Senior Credit Facility as in effect on the date hereof); provided that in any case a Qualifying Spin-off Transaction shall not constitute a Change of Control hereunder, and (b) after a Qualifying Spin-off Transaction, (i) the Ultimate Parent of any of the Issuer, the Company or Vewd AS ceases to own beneficially, directly or indirectly, in the aggregate, at least 50% of the aggregate ordinary voting power and equity interests representing at least a majority of the aggregate ordinary voting power represented by the issued and outstanding equity interests of any of the Issuer, the Company or Vewd AS, as applicable, (ii) the Ultimate Parent of the Issuer, the Company or Vewd AS fails to have the ability to elect (either through share ownership or contractual voting or proxy rights) a majority of the board of directors (or comparable management body) of any of the Issuer, the Company or Vewd AS, as applicable, or (iii) there shall have occurred under any Alternative Facility in effect at any time on or after

the Qualifying Spin-off Transaction Date or any other document evidencing Indebtedness of the Ultimate Parent of the Issuer, the Company or Vewd AS with an outstanding principal amount in excess of $200,000,000 any “change in control” or similar provision (as set forth in the Alternative Facility or such other documentation), and in each case the new Ultimate Parent of the Issuer, the Company or Vewd AS, as applicable, fails to deliver a replacement guaranty in substantially the same form, and on the same terms and conditions, as the Guaranty pursuant to which the new Ultimate Parent guarantees the obligations of the Issuer hereunder (it being understood and agreed that the Ultimate Parent shall have a credit rating no worse than Ba3 (by Standard & Poor’s Ratings Services) and BB- (by Moody’s Investors Service, Inc.), respectively).

“Control” has the meaning set forth in the definition of “Affiliate” in the Purchase Agreement.

“Declined Proceeds” has the meaning set forth in the Senior Credit Facility in effect as of the Effective Date.

“Determination Date” is the date on which the cash in the purchase price adjustment escrow is released pursuant to Section 2.6(f) of the Purchase Agreement.

“Disposition” or “Dispose” means, in respect of a Person, the sale, transfer, license, lease or other disposition (including any sale leaseback transaction and any sale or issuance of equity interests in a Subsidiary) of any property by such Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Effective Date” means the date on which the conditions specified in Section 8 are satisfied (or waived in accordance with Section 16).

“Event of Default” has the meaning set forth in Section 11.

“First Interest Payment Date” means the date that is 6 Business Days after the Determination Date.

“Guarantors” has the meaning set forth in the Guaranty.

“Guaranty” means that certain Guaranty dated as of July 1, 2022 by and among the Guarantors guaranteeing the obligations of the Issuer hereunder.

“Holder Percentage” means, as to any Holder, the percentage assigned to such Holder on Annex A, such percentage as updated from time to time to reflect assignments and payments hereunder.

“Interest Rate” means 6.00% per annum; provided that if a Qualifying Spin-off Transaction occurs, the Interest Rate shall be, from (and including) the Qualifying Spin-off Transaction Date, the greater of (a) 6.00% and (b) the sum of (i) the Alternative Interest Rate plus (ii) 2.00%.

“Issuer Parent” means, with respect to the Issuer at any time, the Ultimate Parent thereof at such time (which Person, as of the Effective Date, is Xperi).

“Knowledge” means the actual knowledge, after due inquiry, of a Responsible Officer of the Company.

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge in the nature of a security interest or security interest in, on or of such asset.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Obligors taken as a whole, (b) a material impairment of the rights and remedies of the Required Holders under this Note or the Guaranty, or (c) a material adverse effect upon the legality, validity, binding effect or enforceability of this Note or the Guaranty.

“Maturity Date” has the meaning set forth in Section 2.

“Net Proceeds” has the meaning set forth in the Senior Credit Facility in effect as of the Effective Date.

“Obligor” means the Issuer and each Guarantor.

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“Ordinary Holders” means the holders of the Ordinary Shares.

“Parent” means, with respect to a Person at any time, another Person that directly or indirectly through one or more intermediaries Controls such Person at such time.

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended or modified from time to time.

“Permitted Indebtedness” means, at any time, Relevant Indebtedness permitted to be incurred under Section 6.01 of the Senior Credit Facility in effect as of the Effective Date; provided that if a Qualifying Spin-off Transaction occurs, “Permitted Indebtedness” shall mean either (i) Relevant Indebtedness permitted to be incurred under the terms of any Alternative Facility in effect as of the Qualifying Spin-Off Transaction Date or (ii) if there is no Alternative Facility as of such date, then Indebtedness not to exceed the aggregate principal amount of $250,000,000.

“Preferred Holders” means the holders of the Preference Shares.

“Prepayment Event” means any event described in clause (a) or clause (b) of the definition of the term “Prepayment Event” set forth in the Senior Credit Facility in effect as of the Effective Date.

“Principal Holder” means North Haven Credit Partners II, L.P.

“Qualifying Spin-off Transaction” means a distribution or other Disposition, in a single transaction or series of related transactions, by the Issuer Parent or any of its Subsidiaries of all or substantially all of its product business division (including the Company); provided (a) that if, immediately following such distribution or other Disposition, the Issuer Parent has no Obligations (as defined in the Senior Credit Facility) under the Senior Credit Facility, for the purposes hereof no Qualifying Spin-off Transaction shall be deemed to have occurred; (b) that a Qualifying Spin-Off Transaction shall occur only if, at the time of closing of such distribution or other Disposition, this Note is guaranteed by the Ultimate Parent of the Issuer immediately following such time of closing and any guarantors under any Alternative Facility entered into by the Ultimate Parent of the Issuer (or the Ultimate Parent’s Subsidiaries) in connection with such distribution or other Disposition, and (if there is no Alternative Facility or otherwise) such other Subsidiaries of such Ultimate Parent as may be agreed between the Issuer and the Required Holders, pursuant to an amended and restated Guaranty in form and substance satisfactory to the Required Holders; (c) that each Person that is a Guarantor under such amended and restated Guaranty shall make the representations and warranties set forth herein in Section 7 to the Holders of this Note as of the time of closing of such distribution or other Disposition; (d) as of the time of closing of such distribution or other Disposition, no Event of Default, or any event which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default, shall have occurred and be continuing; (e) an Officer’s Certificate shall be provided by a Responsible Officer of each Person that is a Guarantor under such amended and restated Guaranty, in form and substance reasonably acceptable to the Required Holders, confirming compliance with the conditions set forth in clauses (c) and (d) of this definition as of the date of closing of such distribution or other Disposition; (f) the Holders of this Note shall have received a favorable written opinion (addressed to each Holder and dated as of the date of closing of such distribution or other Disposition) of counsel for the Issuer, in substantially the same form and substance as the written opinion provided pursuant to Section 9(f) and (g) the Holders of this Note shall have received a copy of any Alternative Facility entered into or to be entered into in connection with such distribution or other Disposition and such other documents as the Required Holders may reasonably request in connection with such distribution or other Disposition.

“Qualifying Spin-off Transaction Date” means the date upon which a Qualifying Spin-off Transaction occurs.

“Relevant Indebtedness” means “Indebtedness” as defined in the Senior Credit Facility in effect as of the Effective Date; provided that if a Qualifying Spin-off Transaction occurs, “Relevant Indebtedness” shall mean “Indebtedness” as defined in any Alternative Facility or the equivalent definition thereof in such Alternative Facility; provided, further, that if the Issuer does not enter into an Alternative Facility as of the Qualifying Spin-off Transaction Date, then “Relevant Indebtedness” shall continue to have the same definition as “Indebtedness” under the Senior Credit Facility in effect as of the Qualifying Spin-off Transaction Date.

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“Required Holders” means, until the Allocation Date, the Principal Holder, and thereafter at any time (i) the Holders holding an outstanding Principal Amount under this Note at such time whose aggregate Holder Percentage represents at least 50% of the total outstanding Principal Amount under this Note at such time; and (ii) the Principal Holder, as long as the Principal Holder holds at least 33% of the outstanding Principal Amount under this Note; provided that for the purpose of determining the Required Holders needed for any waiver, amendment, modification or consent of or under this Note or the Guaranty, any Holder that is the Issuer or an Affiliate of the Issuer shall be disregarded.

“Responsible Officer” means, in respect of a Person, the president or other executive officer of such Person, or otherwise the chief financial officer, principal accounting officer or treasurer for such Person.

“Senior Credit Facility” means that certain Credit Agreement dated as of June 1, 2020 by and among, inter alios, Xperi Holding Corporation, the lenders party thereto and Bank of America, N.A. as Administrative Agent and Collateral Agent as amended by Amendment No. 1 to Credit Agreement dated as of June 8, 2021 (unless otherwise stated, as in effect as of the Effective Date).

“Shortfall Amount” means the absolute value of the difference, if any, between (i) $12,800,000 and (ii) the aggregate amount of: (A) any Closing Cash received by the Preferred Holders and (B) any cash from the purchase price adjustment escrow under Section 2.6(f) of the Purchase Agreement received by the Preferred Holders.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any related penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under this Note.

“Ultimate Parent” means, with respect to a Person at any time, a Parent of such Person that is not a Subsidiary of any Parent of such Person.

“US Withholding Tax Form” means whichever of the following is relevant (including in each case any successor form): (a) IRS Form W-8BEN or W-8BEN-E, (b) IRS Form W-8IMY (with appropriate attachments), (c) IRS Form W-8ECI, (d) IRS Form W-8EXP, (e) IRS Form W-9, (f) in the case of a Holder relying on the so-called “portfolio interest exemption,” IRS Form W-8BEN or W-8BEN-E and a certificate to the effect that such Holder is not (1) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the relevant Obligor within the meaning of section 881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code, or (g) any other IRS form by which a person may claim complete exemption from, or reduction in the rate of, withholding (including backup withholding) of United States federal income tax on interest and other payments to that person.

“Vewd AS” means Vewd Software AS.

“Xperi” means Xperi Holding Corporation.

2.    Maturity. Without prejudice to Section 5 hereof, the outstanding Principal Amount on this Note, all unpaid interest accrued hereunder and all other amounts payable hereunder shall be due and payable in full by the Issuer on July 1, 2025 (the “Maturity Date”) or on such earlier date following the occurrence of an Event of Default as provided in Section 11 hereof.

3.    Interest.

(a)    Interest Rate. Except as provided in Section 2(d), interest shall accrue daily at the Interest Rate on the outstanding principal balance of this Note commencing on (and including) the Effective Date to (and excluding) the date on which the Principal Amount of this Note is paid in full, whether at maturity, upon acceleration, by prepayment, or otherwise.

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(b)    Computation of Interest. Interest shall be computed hereunder on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed. Interest shall be payable to each Holder pro rata in accordance with its Holder Percentage.

(c)    Interest Payment Dates. The first date on which interest shall be paid to Holders shall be the First Interest Payment Date, and thereafter interest shall be paid on a quarterly basis commencing on the quarter that is the first calendar quarter from the Closing Date falling after such First Interest Payment Date, and then no later than the fifth (5^th) day after each calendar quarter thereafter (each such due date, an “Interest Payment Date”), on the unpaid Principal Amount of this Note (each such amount due, an “Interest Payment”).

(d)    Default Interest. Notwithstanding the foregoing, if any principal of or interest on any Note or other amount payable by the Issuer hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise (or if an Event of Default under Section 11(a) or (b) has occurred and is continuing, such overdue amount shall bear interest at the Interest Rate plus 2.00% per annum from the date of such non-payment until such amount is paid in full.

(e)    Interest Rate Limitation. Under no circumstances shall the rate of interest chargeable under this Note be in excess of the maximum amount permitted by applicable Laws. If at any time the interest rate chargeable under this Note shall exceed the maximum rate of interest permitted under applicable Laws, such interest rate shall be reduced automatically to the maximum rate permitted.

4.    Unsecured Obligation. This Note represents a senior unsecured obligation of the Issuer and will not be subordinate to any other debt of the Issuer now existing or hereafter incurred. Notwithstanding the foregoing, this Note shall rank pari passu with all other senior unsecured obligations of the Issuer and any guarantors thereof with respect to right of payment and priority.

5.    Prepayment.

(a)    Optional Prepayment. At any time, the Issuer may, on any one or more occasions, prepay before the Maturity Date all or any portion of the unpaid Principal Amount of this Note without premium or penalty, upon a prepayment notice given by the Issuer to the Holders as provided in Section 5(b) hereof (a “Prepayment Notice”), at a prepayment price (a “Prepayment Price”) equal to:

(i)     100% of the Principal Amount of this Note prepaid, plus

(ii)     accrued and unpaid interest, if any, to, but excluding, the applicable prepayment date (a “Prepayment Date”), provided that nothing in this Section 5(a) shall affect the rights of the Holders to receive interest due on an Interest Payment Date that is prior to the applicable Prepayment Date.

(b)    Prepayment Notice. The Issuer will provide a Prepayment Notice to each Holder to which a Principal Amount outstanding under this Note is to be prepaid, in accordance with the notice requirements set forth in Section 10.2 of the Purchase Agreement.

The Prepayment Notice shall identify this Note and shall state:

(i)     the Prepayment Date;

(ii)     the Prepayment Price;

(iii)     if the Note is being prepaid in part, the portion of the Principal Amount to be prepaid;

(iv)     the paragraph and or section of this Note pursuant to which such prepayment is being made; and

(v)     if such notice is conditioned upon the effectiveness of a refinancing to repay this Note, in which case such notice may be revoked by the Issuer (by notice to each Holder on or prior to the specified effective date) if such condition is not satisfied.

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(c)     Prepayment upon a Change of Control. Notwithstanding anything to the contrary contained herein (including, without limitation, Section 5(a) above), the Issuer shall, in connection with a Change of Control, prepay to each Holder in cash, on or promptly (and in any event not later than five (5) Business Days following) the date of such Change of Control:

(i)     100% of the Principal Amount of this Note prepaid, plus

(ii)     accrued and unpaid interest, if any, to, but excluding, the date on which prepayment under this Section 5(c) is made, provided that nothing in this Section 5(c) shall affect the rights of the Holders to receive interest due on an Interest Payment Date that is on or prior to the applicable Prepayment Date.

(d)    Prepayment upon an Asset Sale.

(i)    In the event and on each occasion that any Net Proceeds are received by an Obligor in respect of any Prepayment Event where such event occurs prior to the occurrence of a Qualifying Spin-off Transaction, the Issuer shall, to the extent any such Net Proceeds become Declined Proceeds pursuant to Section 2.08(e) of the Senior Credit Facility in effect as of the Effective Date, prepay to each Holder in cash, on or promptly (and in any event not later than five (5) Business Days) following the date such Net Proceeds become Declined Proceeds, the amount of such Declined Proceeds, which shall be allocated among the Holders in proportion, as nearly as possible, to the Holder Percentage of each Holder as of the time of such prepayment.

(ii)    In the event and on each occasion that any cash proceeds are received by any Obligor after the occurrence of a Qualifying Spin-off Transaction, following a disposition of any asset of such Obligor (for any individual transaction or series of related transactions) or any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any asset of such Obligor resulting in net proceeds of more than $100,000,000, to the extent that such proceeds are not required to be applied to prepay any Indebtedness under any Alternative Facility under the terms thereof (if any), or are not reinvested within (1) 360 days of the date of receipt of such proceeds or (2) if any Obligor enters into a legally binding commitment to reinvest such proceeds within six (6) months following receipt thereof, within the earlier of six months following the date of such legally binding commitment is entered into and the date on which such legally binding commitment terminates or is abandoned without the consummation of the reinvestment contemplated thereby, the Issuer shall prepay to each Holder the amount of proceeds not so applied or reinvested in cash on or before the date falling one year after the date such proceeds were received by such Obligor (to the extent such date is prior to the Maturity Date) which shall be allocated among the Holders in proportion, as nearly as possible, to the Holder Percentage of each Holder as of the time of such prepayment.

(e)    Effect of Prepayment Notice. Once a Prepayment Notice is sent in accordance with Section 5(b), the Principal Amount of this Note called for prepayment shall become irrevocably due and payable (subject to the provisions of Section 5(b) hereof) on the Prepayment Date at the Prepayment Price.

(f)    No Reborrowing. No Principal Amount of this Note prepaid or repaid may be reborrowed.

(g)    Partial Prepayments. In the case of each partial prepayment of the Principal Amount of this Note, the Principal Amount to be prepaid shall be allocated among the Holders in proportion, as nearly as possible, to the Holder Percentage of each Holder as of the time of such prepayment.

6.    Payment Mechanics.

(a)    Manner of Payment. All payments of principal and interest shall be made in cash in U.S. dollars no later than 1:00 P.M. (New York City time) on the date on which such payment is due. Such payments shall be made by wire transfer of immediately available funds to each Holder’s account at a bank specified by each such Holder in writing to the Issuer from time to time.

(b)    Application of Payments. All payments shall be applied, first, to fees or charges outstanding under this Note, second, to accrued interest, and, third, to principal outstanding under this Note.

(c)     Time of Payment. If any payment on this Note becomes due on a Saturday, Sunday or other day on which commercial banks in San Francisco (CA), London (United Kingdom) or New York City (NY) are authorized

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or required by Law to remain closed, then such payment shall be made on the next Business Day, as defined in the Purchase Agreement, and interest shall be calculated to include such extension.

(d)    Evidence of Debt. The Issuer authorizes each Holder to make a record of the Principal Amount of this Note outstanding to such Holder from time to time and each payment or prepayment thereof. The records made by each such Holder shall, to the extent permitted by applicable Law and subject to the terms of Article 8 of the Purchase Agreement, be prima facie evidence of the existence and amounts of the obligations of the Issuer to such Holder therein recorded; provided, however, that the failure of such Holder to record such payments or prepayments, or any inaccuracy therein, shall not in any manner affect the obligation of the Issuer to repay (with applicable interest) the outstanding Principal Amount of this Note in accordance with the terms hereof.

(e)    Rescission of Payments. If at any time any payment made by any Obligor under this Note is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of such Obligor or otherwise, such Obligor’s obligation to make such payment shall be reinstated as though such payment had not been made.

7.    Taxes.

(a) Tax Withholding.

(i) Each Obligor shall make all payments to be made by it under this Note without any Tax Deduction, unless a Tax Deduction is required by law.

(ii) The Issuer shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Holder accordingly. Similarly, a Holder shall notify the Issuer on becoming so aware in respect of a payment payable to that Holder.

(iii) To the extent the Issuer makes a Tax Deduction, such amounts will be treated for all purposes as having been paid to the person in respect of whom such Tax Deduction was made, and any such amounts withheld shall be promptly remitted to the applicable tax authority.

(b) US Withholding Tax Forms. On or prior to the date on which a Holder becomes a Party to this Note (and from time to time thereafter) upon the request of the Issuer, or on the invalidity of any previously delivered US Withholding Tax Form), such Holder shall provide to the Issuer, two (2) copies of a properly completed US Withholding Tax Form. However, no Holder shall be required to submit any US Withholding Tax Form if that Holder is not legally entitled to do so.

8.    Representations and Warranties. Each Obligor hereby represents and warrants to the Holders that:

(a)     Organization; Powers. It (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to own, lease and operate its assets and to carry on its business as now conducted, and (iii) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such qualifications would not reasonably be expected to have a Material Adverse Effect.

(b)     Authority; Enforceability. The transactions contemplated by this Note are within its corporate powers and have been duly authorized by all necessary corporate and, if required, shareholder action. This Note has been duly executed and delivered by it and constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(c)     Approvals; No Conflicts. The transactions contemplated by this Note (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Note or the

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consummation of the transactions contemplated hereby, except (A) such as have been obtained or made and are in full force and effect and (B) those third party approvals or consents which, if not made or obtained, would not cause a default hereunder or would not reasonably be expected to have a Material Adverse Effect, (ii) will not violate any Applicable Law or regulation or its charter, by-laws or other organizational documents or any order of any Governmental Authority, (iii) will not violate any provision of the Senior Credit Facility in effect as of the date hereof or any Alternative Facility incurred in connection with a Qualifying Spin-off Transaction and (iv) will not result in the creation or imposition of any Encumbrance on any of its property.

(d)    Compliance with Laws and Agreements. It is in compliance with all Governmental Authorizations applicable to it or its property and all agreements and other instruments binding upon it or its property except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

(e)    Solvency. Immediately after giving effect to the transactions contemplated by this Note, it will not be rendered insolvent (as such term is defined in Section 3.30 of the Purchase Agreement).

(f)    No Litigation. No action, suit, litigation, investigation, or proceeding of, or before, any arbitrator or Governmental Authority is pending or threatened by or against it or any of its property or assets (a) with respect to this Note, the Guaranty, or any of the transactions contemplated hereby or thereby or (b) that would be expected to have a Material Adverse Effect on its financial condition or its ability to perform its obligations under this Note.

(g)    PATRIOT Act; Anti-Money Laundering. It is, and to its Knowledge, its directors, officers, employees, and agents are, in compliance in all material respects with the PATRIOT Act, the Beneficial Ownership Regulation, and any other applicable terrorism and money laundering laws, rules, regulations, and orders.

(h)    Anti-Corruption Laws and Sanctions. It has implemented and maintains in effect policies and procedures reasonably designed to promote compliance by it and its respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and it, its Subsidiaries and their respective officers and employees, and, to its knowledge, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions to the extent required in each relevant jurisdiction. None of (i) it or, to its Knowledge after due inquiry, any of its respective directors, officers or employees, or (ii) to its Knowledge, any of its agents that will act in any capacity in connection with or benefit from this Note, is a Sanctioned Person. None of the proceeds of this Note will be used in a manner that violates any Anti-Corruption Law or applicable Sanctions.

9.    Conditions. The obligation of the Holders to make the Principal Amount of this Note available to the Issuer shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 16):

(a)    each Holder shall have received from each party hereto a counterpart of this Note signed on behalf of such party;

(b)    each Holder shall have received from each Guarantor a counterpart of the Guaranty signed on behalf of each Guarantor;

(c)    the representations and warranties set forth in this Note shall be true and correct on and as of such date;

(d)    as of such date no Event of Default, or any event which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default, shall have occurred and be continuing;

(e)    each of the conditions set forth in Article 7 of the Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof;

(f)    each Holder shall have received a favorable written opinion (addressed to each Holder and dated the Effective Date) of Baker & McKenzie LLP, counsel for the Issuer, in form and substance reasonably satisfactory to the Holders, and the Issuer hereby requests such counsel to deliver such opinion;

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(g)    each Holder shall have received such documents and certificates as such Holder or its counsel may reasonably request relating to the organization, existence and good standing of each Obligor, the authorization of the transactions connected herewith and any other legal matters relating to any Obligor, this Note or such transactions, all in form and substance satisfactory to each Holder and its counsel;

(h)    an Officer’s Certificate shall have been provided by a Responsible Officer of each Obligor, in form and substance reasonably acceptable to the Required Holders, confirming compliance with the conditions set forth in Sections 8(c) and (d);

(i)    each Holder shall have received a copy of the Senior Credit Facility in effect as of such date; and

(j)    each Holder shall have received at least two (2) days prior to such date, all documentation and other information regarding the Obligors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and Beneficial Ownership Regulation, to the extent requested in writing of the Borrower at least five (5) days prior to such date.

9.    Affirmative Covenants. Until the payment in full of all the obligations of the Issuer under or arising from this Note, each Obligor shall:

(a)    preserve, renew, and maintain in full force and effect its corporate or organizational existence and take all reasonable action to maintain all rights, privileges, and franchises necessary or desirable in the normal conduct of its business, except, in each case, where the failure to do so would not reasonably be expected to have a Material Adverse Effect;

(b)     comply with all Laws applicable to it and its business and its obligations under its material contracts and agreements, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect;

(c)     maintain in effect and enforce policies and procedures reasonably designed to achieve compliance in all material respects by each Obligor and each of its directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions;

(d)    pay, discharge, or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings, and reserves in conformity with GAAP with respect thereto have been provided on its books unless such liabilities, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect;

(e)     keep and maintain satisfactory and adequate books and records;

(f)    promptly notify the Holders after it obtains Knowledge of (i) any Proceeding brought against it that is pending and which would reasonably be expected to have a Material Adverse Effect and (ii) any default or event of default under any material Indebtedness (other than Indebtedness arising under this Note) of any Obligor;

(g)    promptly and in any event within five (5) Business Days after it obtains Knowledge that an Event of Default has occurred, notify the Holders in writing of the nature and extent of such Event of Default and the action, if any, it has taken or proposes to take with respect to such Event of Default;

(h)    deliver to each Holder, via email to [                    ] (i) a copy of any annual or quarterly financial statements and such other financial information required to be delivered to the lenders under Section 5.01 of the Senior Credit Facility substantially concurrently with the delivery thereof to such lenders, and a copy of any proposed amendment or waiver of a material term (including, without limitation, any proposed modification of a financial covenant) of any documentation for the Senior Credit Facility, (ii) at any time after a Qualifying Spin-off Transaction, all such similar information under any Alternative Facility, if any; provided that if the Issuer has not entered into an Alternative

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Facility on or after the Qualifying Spin-off Transaction Date, then the Issuer shall deliver any annual report on Form-10K for any fiscal year within 90-days after the end of such fiscal year and any quarterly report on Form 10-Q for any fiscal quarter within 45 days after the end of such fiscal quarter, in each case, as filed by the Issuer (or the Ultimate Parent of the Issuer after a Qualifying Spin-off Transaction, if applicable) with the U.S. Securities and Exchange Commission; and

(i)    upon the request of a Holder, promptly execute and deliver such further instruments and do or cause to be done (including causing any Guarantor to do) such further acts as may be reasonably necessary or advisable to carry out the intent and purposes of this Note.

10.    Negative Covenants. Until the Issuer has made payment in full of all obligations of the Issuer under or arising from this Note, each Obligor shall not:

(a)    create, incur, assume or permit to exist any Relevant Indebtedness, except Permitted Indebtedness;

(b)     engage in any material line of business substantially different from those lines of business conducted by any Obligor on the Closing Date other than any business reasonably related, complementary, synergistic or ancillary thereto or reasonable extensions thereof; or

(c)     incur any Indebtedness that is contractually subordinated in right of payment to any other Indebtedness of the Issuer unless such Indebtedness is also contractually subordinated in right of payment to any amount payable under this Note on substantially similar terms.

11.    Events of Default.    The occurrence of any of the following events shall constitute an “Event of Default” hereunder:

(a)    (i)    any Obligor shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 11(b), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Obligor or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; or

(b)    an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Obligor or its debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Obligor or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered; or

(c)    (i) if any payment of principal or interest payable to the Holders is not received by the Holders in immediately available funds on the date such payment is due and payable and, with respect to interest amounts, such failure continues unremedied for five (5) days, or (ii) if any payment of fees, expenses, indemnities or other sums payable to the Holders is not received by the Holders in immediately available funds on the date such payment is due and payable and such failure to receive payment in immediately available funds continues for a period of ten (10) days after the due date therefor; or

(d)    any Obligor fails to observe or perform (i) any covenant, condition, or agreement contained in Section 9(g) or Section 10 or (ii) any other covenant, obligation, condition, or agreement contained in this Note or the Guaranty, other than those specified in sub-paragraph (i) hereof and Section 11(c), and such failure continues for thirty (30) days of the earlier of (i) a Responsible Officer of any Obligor has Knowledge of such failure or (ii) receipt by such Obligor of written notice from the Holders of such default; or

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(e)    any representation or warranty made by the Issuer to the Holders herein or by the Guarantors in the Guaranty is incorrect in any material respect on the date as of which such representation or warranty was made; or

(f)    any Obligor (i) fails to pay when due any of its Indebtedness (other than Indebtedness arising under this Note), or any interest or premium thereon, when due and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, or (ii) fails to perform or observe any covenant, term, condition or agreement relating to any of its Indebtedness (other than Indebtedness arising under this Note) or contained in any instrument or agreement evidencing or relating thereto, or any other event occurs or condition exists, the effect of which failure or other event or condition is to cause, with the giving of notice, if required, such Indebtedness to become due prior to its stated maturity (or, in the case of any such Indebtedness constituting direct or indirect guarantees or other contingent Liabilities, to become payable), or any such Indebtedness is declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or as a mandatory prepayment), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the stated maturity thereof; provided that, a default, event or condition described in clause (i) or (ii) of this Section 11(f) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i) and (ii) of this Section 11(f) has occurred and is continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $50,000,000; or

(g)    one or more final non-appealable judgments or decrees rendered by a court of competent jurisdiction shall be entered against an Obligor and all of such judgments or decrees shall not have been vacated, discharged, or stayed or bonded pending appeal within ninety (90) calendar days from the entry thereof; provided that, entries of judgments or decrees described in this Section 11(g) shall not at any time constitute an Event of Default unless, at such time, one or more judgments or decrees of the type described in this Section 11(g) has occurred and is continuing the amount of which exceeds in the aggregate $50,000,000; or

(h)    any material provision of this Note or the Guaranty, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of the outstanding Principal Amount on this Note, all unpaid interest accrued hereunder and all other amounts payable hereunder, ceases to be in full force and effect, or the Issuer or any other Person contests in writing the validity or enforceability of any provision of this Note or the Guaranty, or the Issuer denies in writing that it has any or further liability or obligation under this Note or the Guaranty, or purports in writing to revoke, terminate or rescind this Note or the Guaranty.

Upon the occurrence of an Event of Default, the Required Holders may, but with no obligation on any Holder to do so and without incurring any liability to the Issuer, declare by written notice to the Issuer that the outstanding Principal Amount of this Note and all unpaid interest accrued hereunder are due and payable in full, whereupon the outstanding Principal Amount of this Note and all unpaid interest accrued hereunder shall immediately be due and payable in full; provided, however, that upon the occurrence of an Event of Default comprised of any of the events described in sub-paragraph (a) or (b) of this Section 11, the outstanding Principal Amount of this Note and all unpaid interest accrued hereunder shall, automatically and without the requirement of any declaration or other action by the Holders, immediately be due and payable in full.

12.    Assignment. The provisions of this Note shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby. This Note may be assigned or transferred by each Holder to any Person, except that each of the Obligors may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Principal Holder. Any assignment or transfer of this Note by a Holder will not be effective until such assignment or transfer is recorded in the Register.

13.    The Register. The Principal Holder shall maintain a register for the recordation of the names and addresses of the Holders, and principal amounts (and stated interest) of the Note owing to each Holder pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Issuer and the Holders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Holder hereunder for all purposes of this Note. The Register shall be available for inspection by the Issuer and any Holder, at any reasonable time and from time to time upon reasonable prior notice.

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14.    Setoff. If an Event of Default shall have occurred and be continuing, each of the Holders and their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to setoff and apply any and all deposits (general or special, time or demand, provisional or final) at any time held, and other obligations at any time owing, by each such Holder or any such Affiliate, to or for the credit or the account of the Issuer against any and all of the obligations of the Issuer now or hereafter existing under this Note to each such Holder or their respective Affiliates, irrespective of whether or not such Holder or Affiliate shall have made any demand under this Note and although such obligations of the Issuer may be contingent or unmatured or are owed to a branch office or Affiliate of such Holder different from the branch office or Affiliate holding such deposit or obligated on such indebtedness. The rights of each of the Holders and their respective Affiliates under this Section 13 are in addition to other rights and remedies (including other rights of setoff) that each such Holder or Affiliate may have.

15.    Severability. Whenever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under all applicable laws and regulations. If, however, any provision of this Note shall be prohibited by or invalid under any such applicable law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting the remaining provisions of this Note, or the validity or effectiveness of such provision in any other jurisdiction.

16.    Waivers; Acknowledgments; Reservation of Rights and Remedies under Applicable Law. The Issuer expressly waives presentment for payment, notice of dishonor, protest, notice of protest, diligence in collection and any and all other notices and demands in connection with the delivery, acceptance, performance, default or enforcement of this Note. The Issuer acknowledges and agrees as follows:

(a)    All rights and remedies available to the Holders under applicable Law in respect of any default by the Issuer in the performance of its obligations under this Note or otherwise in respect of enforcement of this Note are reserved by the Holders.

(b)    Without limitation, the rights reserved hereunder include all rights of the Holders to receive, before the holders of shares or other interests in the equity of the Issuer, for application toward satisfaction in part or in whole of the Issuer’s obligations under this Note, assets, or the value thereof, of the Issuer upon the dissolution or bankruptcy of the Issuer or otherwise as may exist or arise under applicable Law, including without limitation the law of the jurisdiction of the Issuer’s organization or conduct of business and any federal, national, state, regional, provincial or other governmental division bankruptcy, insolvency, receivership, reorganization or similar law now or hereafter in effect. Without limiting the effect of the preceding sentence, it is the intention of the Issuer and the Holders that the Holders shall have the right to receive indefeasible payment in full of all obligations of the Issuer under or arising from this Note before the holders of shares or other equity interests of the Issuer are entitled to receive any assets, or the value thereof, of the Issuer upon the dissolution or bankruptcy of the Issuer.

(c)    No forbearance, failure or delay by the Holder in the exercise of any right or remedy under this Note or under applicable Law shall operate as a waiver thereof, and no single or partial exercise by the Holder of any such right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Note are cumulative and not exclusive of any rights or remedies provided by Law.

17.    Amendments. Neither this Note nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Issuer, the Required Holders and the Principal Holder; provided that no such agreement shall (i) result in any commitment on the part of any Holder to issue any additional notes or otherwise commit such Holder to lend without the written consent of each Holder affected thereby, (ii) other than any reduction of the Principal Amount pursuant to the terms of Article 8 of the Purchase Agreement, reduce the Principal Amount of this Note or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Holder affected thereby, (iii) postpone the scheduled date of payment of the Principal Amount of this Note, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled maturity date hereunder, without the written consent of each Holder affected thereby, (iv) alter pro rata sharing of payments required hereby to each Holder, without the written consent of each Holder, (v) change the payment waterfall provisions of Section 6(b) without the written consent of each Holder, or (vi) change any of the provisions of this Section 16 or the definition of “Required Holders” or any

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other provision hereof specifying the number or percentage of Holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Holder. Any such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Any amendment necessary to change the terms of this Note or any provision hereof to effectuate the changes contemplated herein in connection with a Qualifying Spin-off Transaction (including changing the definition of “Interest Rate”) shall require only the consent of the Principal Holder and the Issuer.

18.    PATRIOT Act. The Holders hereby notify the Issuer that pursuant to the requirements of the PATRIOT Act and the Beneficial Ownership Regulation, it is required to obtain, verify, and record information that identifies the Issuer, which information includes the name and address of the Issuer and other information that will allow the Holders to identify the Issuer in accordance with the PATRIOT Act and the Beneficial Ownership Regulation, and the Issuer agrees to provide such information from time to time to the Holders at such time.

19.    Expenses; Limitation of Liability; Indemnity. The Issuer shall reimburse the Holders for all reasonable and documented out-of-pocket costs, expenses, and fees, including the reasonable fees and expenses of one counsel, incurred by the Holders from time to time in connection with (a) the administration of this Note or the Guaranty and (b) the enforcement or protection of such Holders’ rights hereunder or under the Guaranty, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of this Note or the Guaranty. To the extent permitted by applicable law none of the Obligors shall assert, and each Obligor hereby waives, any liabilities against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Note or the Guaranty; provided that, nothing in this Section 18 shall relieve each Obligor of any obligation it may have to indemnify an Indemnitee, as provided in this Section 18, against any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. The Obligors shall indemnify the Holders and their Affiliates (each, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the performance by the parties hereto and to the Guaranty of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby, (ii) any action taken in connection with this Agreement or the Guaranty, including, but not limited to, the payment of principal, interest and fees, and (iii) any actual or prospective proceeding relating to any of the foregoing; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee.

20.    Governing Law. All matters arising out of or relating to this Note and all of the transactions it contemplates, including its validity, interpretation, construction, performance and enforcement and any disputes or controversies arising therefrom or related thereto, shall be governed by the internal Laws of the State of New York (including section 5-1401 of the New York General Obligations Law), without giving effect to any other choice or conflict of Law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of Laws of any other jurisdiction.

21.    Jurisdiction and Service of Process.

(a)    Each of the parties (i) hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, solely in the event that such United States District Court does not have or will not exercise jurisdiction over such matter, any New York state court sitting in New York, New York, United States of America and, in any case, any appellate court thereof for the purpose of a Proceeding between the parties arising in whole or in part under or in connection with this Note, (ii) subject to sub-paragraph (i), hereby waives to the extent not prohibited by applicable Law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Proceeding brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other Proceeding in any other court other than one of the above-named courts, or that this Note or the subject matter hereof may not be enforced in or by such court and (iii) subject to sub-paragraph (i), hereby agrees not to commence any such Proceeding other than before one of the above-named courts.

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(b)     Each of the parties hereby (i) consents to service of process in any Proceeding between or among the parties arising in whole or in part under or in connection with this Note in any manner permitted by New York Laws, (ii) agrees that service of process made in accordance with Section 11.12(b) of the Purchase Agreement or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 22 hereof or Section 11.2 of the Purchase Agreement, will constitute good and valid service of process in any such Proceeding and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Proceeding any claim that service of process made in accordance with Section 11.12(b) of the Purchase Agreement does not constitute good and valid service of process.

22.    Waiver of Jury Trial.

EACH OF THE PARTIES KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED BY THIS NOTE OR THE ACTIONS OF ANY PARTY TO THIS NOTE IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THIS NOTE.

23.    Notices. All notices and other communications under this Agreement must be in writing and are deemed duly delivered when using one of the delivery methods set forth at Section 11.2 of the Purchase Agreement; provided that notices required to be sent to the Holders hereunder must be sent to each such Holder individually (and shall not be deemed delivered hereunder if sent to the Seller Representative or the Principal Holder only). Each Holder as of the date hereof shall have provided on or before the date hereof, and any assignee of an interest in this Note from a Holder shall have provided on or before the date of such assignment, to the Issuer its designated address or e-mail address and the details of the individual to whose attention any notice should be marked and each Holder may change such designated address, email or individual details from time to time by notice to the Issuer in compliance with this Section 22.

24.    Cancellation. Immediately after all principal, accrued interest, any premium and any other amounts payable hereunder at any time owed on this Note have been paid in full (including by way of reduction of the Principal Amount pursuant to the terms of Article 8 of the Purchase Agreement), this Note shall be automatically canceled and the Holders shall immediately surrender this Note to the Issuer for cancellation.

25.    Replacement. Upon receipt of evidence reasonably satisfactory to the Issuer of the loss, theft, destruction or mutilation of this Note and, in the case of any such loss, theft or destruction of this Note, upon receipt of an indemnity reasonably satisfactory to the Issuer or, in the case of any such mutilation, upon the surrender and cancellation of this Note, the Issuer, at its expense, shall execute and deliver, in lieu thereof, a new Note of like tenor and dated the date of such lost, stolen, destroyed or mutilated Note. Any Note in lieu of which any such new Note has been so executed and delivered by the Issuer shall not be deemed to be an outstanding Note and shall be deemed cancelled.

26.    Electronic Execution. Any signature to this Note may be delivered by electronic mail (including pdf) or any electronic signature complying with any applicable law, including the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any electronic signature so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Note. The Issuer hereto represents and warrants to the Holders that it has the corporate capacity and authority to execute this Note through electronic means.

[Remainder of page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, the Issuer has executed this Note effective as of the date first set forth above.

Issuer
TiVo Product Holdco LLC
By:	/s/ Paul E. Davis
Name:	Paul E. Davis
Title:	President and Secretary

[Tivo Product Promissory Note – Signature Page]

Holders

North Haven Credit Partners II, L.P.
By: MS Credit Partners II GP, L.P., its general partner
By: MS Credit Partners II GP, Inc., its general partner
By:	/s/ Ashwin Krishnan
Name:	Ashwin Krishnan
Title:	Managing Director

Starved Fixed Income Plus Fund Ltd.
By:	/s/ Fergus Healy
Name:	Fergus Healy
Title:	Authorized Signatory

Private Opportunity Fund Ltd.
By:	/s/ Fergus Healy
Name:	Fergus Healy
Title:	Authorized Signatory

[Tivo Product Promissory Note – Signature Page]

Holders
Diversified Yielding Fund SPC (TFO Corporate Finance V Segregated Portfolio).
By:	/s/ Adel Al Mangour
Name:	Adel Al Mangour
Title:	Director
Diversified Yielding Fund SPC (TFO Corporate Finance VI Segregated Portfolio).
By:	/s/ Adel Al Mangour
Name:	Adel Al Mangour
Title:	Director

Diversified Yielding Fund SPC (TFO Corporate Finance VII Segregated Portfolio).
By:	/s/ Adel Al Mangour
Name:	Adel Al Mangour
Title:	Director

Diversified Yielding Fund SPC (TFO Corporate Finance VIII Segregated Portfolio).
By:	/s/ Adel Al Mangour
Name:	Adel Al Mangour
Title:	Director

[Tivo Product Promissory Note – Signature Page]

Annex A

Holders and Holder Percentages

Holder Principal Amount held by Holder Holder Percentage

The allocation of the principal amount of this Note held by each Holder shall be determined by the Principal Holder on the Allocation Date in accordance with the following priorities:

first, to the Preferred Holders, a principal amount of the Note in the amount equal to the Shortfall Amount shall be allocated pro rata in accordance with their holding of the Preference Shares immediately prior to the Closing Date; and,

second, to the Ordinary Holders, the remaining principal amount of this Note shall be allocated pro rata in accordance with their holding of the Ordinary Shares immediately prior to the Closing Date.

The Principal Holder shall deliver a notice on the Allocation Date to the Issuer and each other Holder, which notice shall be final, enforceable and binding on all parties absent manifest error, as to the allocation of the principal amount of the Notes in accordance with this Annex A. The allocation of the principal amount of the Notes shall occur automatically on the Allocation Date without further action by any party. For the avoidance of doubt, any interest that is accrued and unpaid as of the First Interest Payment Date shall be paid ratably to each holder of the Notes in accordance with the holdings of the principal amount of this Note as set forth in this Annex A.

EX-10.8

Exhibit 10.8

FORM OF SEVERANCE AGREEMENT

This Severance Agreement (“Agreement”) is made by XXX and between Xperi Inc., a Delaware corporation (the “Company”), effective as of XXX, 20XX (such date, the “Effective Date”). For purposes of this Agreement, the “Company” shall mean the Company and its subsidiaries.

The parties agree as follows:

1.    Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

(a)    “Board” shall mean the Board of Directors of the Company.

(b)    “Cause” shall mean any of the following: (i) Executive’s gross negligence or willful misconduct in the performance of his or her duties to the Company and its affiliates; (ii) Executive’s willful and habitual neglect of or failure to perform Executive’s duties of consulting or employment (which neglect or failure is not caused by Executive’s illness or mental or physical disability), which neglect or failure is not cured within thirty (30) days after written notice thereof is received by Executive (it being agreed that a failure of the Company and its affiliates to meet performance objectives shall not, alone, constitute a failure by Executive to perform his duties); (iii) Executive’s commission of any material act of fraud, dishonesty or financial or accounting impropriety with respect to the Company and its affiliates which results in a personal benefit to Executive; (iv) Executive’s failure to cooperate with the Company and its affiliates in any investigation or formal proceeding initiated by a governmental authority or otherwise approved by the Board or the Audit Committee of the Board (which failure is not caused by Executive’s illness or mental or physical disability), which failure is not cured within thirty (30) days after written notice thereof is received by Executive; (v) Executive’s conviction of or plea of guilty or nolo contendere to felony criminal conduct (other than moving vehicle violations); (vi) Executive’s material violation of the Company’s Confidentiality and Proprietary Rights Agreement (as defined below) or similar agreement that Executive has entered into with the Company and its affiliates; or (vii) Executive’s material breach of any obligation or duty under this Agreement or material violation of any written employment or other Company policies that have previously been furnished to Executive, which breach or violation is not cured within thirty (30) days after written notice thereof is received by Executive, if such breach or violation is capable of being cured.

(c)    “Code” means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other interpretive guidance thereunder.

(d)    “Good Reason” shall mean the occurrence of any of the following events or conditions without Executive’s written consent:

(i)     a material diminution in Executive’s authority, duties or responsibilities;

(ii)    a material diminution in Executive’s base compensation or target annual bonus opportunity, unless such reduction is imposed across-the-board to senior management of the Company (and Executive and the Company agree that without limiting any argument that a lesser diminution is material, any diminution of ten percent (10%) or more measured against Executive’s base compensation and target bonus opportunity as in effect on the Effective Date shall be deemed material for purposes of this clause (ii));

(iii)    a material change in the geographic location at which Executive must perform his or her duties (and the Company and Executive acknowledge and agree that a change in the geographic location at which Executive must perform his or her duties by more than forty-five (45) miles shall constitute a material change for purposes of this Agreement); or

(iv)    any other action or inaction that constitutes a material breach by the Company or any successor or affiliate of its obligations to Executive under this Agreement.

Executive must provide written notice to the Company of the occurrence of any of the foregoing events or conditions without Executive’s written consent within ninety (90) days of Executive learning of the occurrence of such event. The Company or any successor or affiliate shall have a period of thirty (30) days to cure such event or condition after receipt of written notice of such event from Executive. Any voluntary Separation from Service for “Good Reason” following such thirty (30) day cure period must occur no later than the date that is six (6) months following the occurrence of one of the foregoing events or conditions without Executive’s written consent.

(e)    “Permanent Disability” means Executive’s inability to perform the essential functions of his or her position, with or without reasonable accommodation, for a period of at least one hundred twenty (120) consecutive days because of a physical or mental impairment.

(f)    “Separation from Service” means a “separation from service” within the meaning of Section 409A of the Code.

2.    Term. The term of this Agreement (“the “Term”) shall continue until the earlier of (i) the third anniversary of the Effective Date, plus a one year automatic renewal thereafter (if not first terminated by the Board), or (ii) the date on which all payments or benefits required to be made or provided hereunder have been made or provided in their entirety Notwithstanding the foregoing, the obligation of the Company to make payments or provide benefits pursuant to this Agreement to which Executive has acquired a right in accordance with the applicable provisions of this Agreement prior to the expiration of the Term shall survive the termination of this Agreement until such payments and benefits have been provided in full.

3.     Severance.

(a)    If Executive has a Separation from Service as a result of Executive’s discharge by the Company without Cause or by reason of Executive’s resignation for Good Reason, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii), will be payable in a lump sum on the day that is sixty (60) days following the date of Executive’s Separation from Service:

(i)    The Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of Executive’s Separation from Service at the rate then in effect, reimbursement of business expenses incurred prior to the date of Executive’s Separation from Service and properly submitted in accordance with Company policy, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Separation from Service (the “Accrued Obligations”);

(ii)    Subject to Section 3(c) and Executive’s continued compliance with Section 4, Executive shall be entitled to receive severance pay in an amount equal to one-hundred percent (100%) multiplied by the sum of (x) Executive’s annual base salary as in effect immediately prior to the date of Executive’s Separation from Service, plus (y) Executive’s target annual bonus for the calendar year in which Executive’s Separation from Service occurs (which bonus shall be prorated for the portion of the calendar year that has elapsed prior to the date of Executive’s Separation from Service); and

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(iii)    Subject to Section 3(c) and Executive’s continued compliance with Section 4, for the period beginning on the date of Executive’s Separation from Service and ending on the date which is twelve (12) full months following the date of Executive’s Separation from Service (or, if earlier, the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires) (the “COBRA Coverage Period”), the Company shall continue to provide Executive and his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service with health (including medical and dental) insurance benefits substantially similar to those provided to Executive and his or her dependents immediately prior to the date of such Separation from Service. If any of the Company’s health benefits are self-funded as of the date of Executive’s Separation from Service, or if the Company cannot provide the foregoing benefits in a manner that is exempt from or otherwise compliant with applicable law or the provision of such benefits may result in the Company incurring penalties under applicable law (including, without limitation, Section 409A of the Code and Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Executive an amount equal to the monthly premium payment for Executive and his or her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Separation from Service (calculated by reference to the premium as of the date of Separation from Service) as currently taxable compensation, in substantially equal monthly installments over the COBRA Coverage Period (or the remaining portion thereof).

(b)    Other Terminations. If Executive’s employment is terminated by the Company for Cause, by Executive without Good Reason, or as a result of Executive’s death or Permanent Disability, the Company shall not have any other or further obligations to Executive under this Agreement (including any financial obligations) except that Executive shall be entitled to receive the Accrued Obligations. The foregoing shall be in addition to, and not in lieu of, any and all other rights and remedies which may be available to the Company under the circumstances, whether at law or in equity.

(c)    Release. As a condition to Executive’s receipt of any post-termination benefits pursuant to Section 3(a) above (other than the Accrued Obligations), Executive shall execute and not revoke a general release of all claims in favor of the Company (the “Release”) in the form substantially similar to that attached hereto as Exhibit A (and any applicable revocation period applicable to such Release shall have expired) within the sixty (60) day period following the date of Executive’s Separation from Service.

(d)    Exclusive Remedy. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, all of Executive’s rights to salary, severance, benefits, bonuses and other amounts hereunder (if any) accruing after the termination of Executive’s employment shall cease upon such termination. In the event of a termination of Executive’s employment with the Company, and except in the event of violation of applicable law by the Company relating to Executive’s employment or the termination thereof, Executive’s sole remedy shall be to receive the payments and benefits described in this Section 3.

(e)    No Mitigation. Executive shall not be required to mitigate the amount of any payment provided for in this Section 3 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 3 be reduced by any compensation earned by Executive as the result of employment by another employer or self-employment or by retirement benefits; provided, however, that loans, advances or other amounts owed by Executive to the Company and its affiliates may be offset by the Company against amounts payable to Executive under this Section 3.

(f)    Return of the Company’s Property. If Executive’s employment is terminated for any reason, the Company shall have the right, at its option, to require Executive to vacate his or her offices prior to or on the effective date of termination and to cease all activities on the Company’s behalf. Upon the termination of his or her employment in any manner, as a condition to Executive’s receipt of any post-termination benefits described in this Agreement, Executive shall immediately surrender to the Company

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all lists, books and records of, or in connection with, the Company’s business, and all other property belonging to the Company and its affiliates, it being distinctly understood that all such lists, books and records, and other documents, are the property of the Company and its affiliates. Executive shall deliver to the Company a signed statement certifying compliance with this Section 3(f) prior to the receipt of any post-termination benefits described in this Agreement.

(g)     Best Pay Provision.

(i)    If any payment or benefit Executive would receive under this Agreement, when combined with any other payment or benefit Executive receives pursuant to the termination of Executive’s employment with the Company and its affiliates (“Payment”), would (A) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (B) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be either (1) the full amount of such Payment or (2) such lesser amount (with cash payments being reduced before stock option compensation) as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes, and the Excise Tax, results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax.

(ii)    All determinations required to be made under this Section 3(g), including whether and to what extent the Payments shall be reduced and the assumptions to be utilized in arriving at such determination, shall be made by the nationally recognized certified public accounting firm used by the Company immediately prior to the effective date of the change in control giving rise to the application of this Section 3(g) or, if such firm declines to serve, such other nationally recognized certified public accounting firm as may be designated by the Company (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to Executive and the Company at such time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon Executive and the Company. For purposes of making the calculations required by this Section 3(g), the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code.

4.    Confidentiality and Proprietary Rights. Executive and the Company have executed the Company’s Confidentiality and Proprietary Rights Agreement, a copy of which is attached to this Agreement as Exhibit B and incorporated herein by reference (the “Confidentiality and Proprietary Rights Agreement”). The Company shall be entitled to cease all severance payments and benefits to Executive in the event of his or his material breach of this Section 4. Nothing in this Agreement or in the Confidentiality and Proprietary Rights Agreement shall be deemed to restrict Executive’s right to communicate directly with, cooperate with, provide information to, or report possible violations of federal law or regulation to, any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation, including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, or the U.S. Department of Justice.

5.    Agreement to Arbitrate. Any dispute, claim or controversy based on, arising out of or relating to Executive’s employment or this Agreement shall be settled by final and binding arbitration in San Jose, California, before a single neutral arbitrator in accordance with the Employment Arbitration Rules and Procedures (the “Rules”) of Judicial Arbitration and Mediation Services (“JAMS”), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The Rules may be found online at www.jamsadr.com. Arbitration may be compelled pursuant to the California Arbitration Act (Code of Civil Procedure §§ 1280 et seq.). If the parties are unable to agree upon an arbitrator, one

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shall be appointed by JAMS in accordance with its Rules. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; provided, however, Executive and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party; provided, further, that the prevailing party shall be reimbursed for such fees, costs and expenses within forty-five (45) days following any such award, but in no event later than the last day of the Executive’s taxable year following the taxable year in which the fees, costs and expenses were incurred; provided, further, that the parties’ obligations pursuant to this sentence shall terminate on the tenth (10th) anniversary of the date of Executive’s termination of employment; provided, however, that Executive shall retain the right to file administrative charges with or seek relief through any government agency of competent jurisdiction, and to participate in any government investigation, including but not limited to (a) claims for workers’ compensation, state disability insurance or unemployment insurance; (b) claims for unpaid wages or waiting time penalties brought before the California Division of Labor Standards Enforcement; provided, however, that any appeal from an award or from denial of an award of wages and/or waiting time penalties shall be arbitrated pursuant to the terms of this Agreement; and (c) claims for administrative relief from the United States Equal Employment Opportunity Commission and/or the California Department of Fair Employment and Housing (or any similar agency in any applicable jurisdiction other than California); provided, further, that Executive shall not be entitled to obtain any monetary relief through such agencies other than workers’ compensation benefits or unemployment insurance benefits. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, JAMS’ administrative fees, the fee of the arbitrator, and all other fees and costs, shall be borne by the Company. This Section 5 is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to Executive’s employment; provided, however, that neither this Agreement nor the submission to arbitration shall limit the parties’ right to seek provisional relief, including without limitation injunctive relief, in any court of competent jurisdiction pursuant to California Code of Civil Procedure § 1281.8 or any similar statute of an applicable jurisdiction. Seeking any such relief shall not be deemed to be a waiver of such party’s right to compel arbitration. Both Executive and the Company expressly waive their right to a jury trial.

6.    At-Will Employment Relationship. Executive’s employment with the Company is at-will and not for any specified period and may be terminated at any time, with or without Cause or advance notice, by either Executive or the Company. Any change to the at-will employment relationship must be by specific, written agreement signed by Executive and an authorized representative of the Company. Nothing in this Agreement is intended to or should be construed to contradict, modify or alter this at-will relationship.

7.     General Provisions.

7.1    Successors and Assigns. The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, that no such assumption shall relieve the Company of its obligations hereunder; provided, further, that the failure of any such successor to so assume this Agreement shall constitute a material breach of this Agreement. As used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise. Executive shall not be entitled to assign any of Executive’s rights or obligations under this Agreement. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

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7.2    Severability. In the event any provision of this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

7.3    Interpretation; Construction. The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel representing the Company, but Executive has participated in the negotiation of its terms. Furthermore, Executive acknowledges that Executive has had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. Either party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Agreement.

7.4    Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California applicable to contracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. Any suit brought hereon shall be brought in the state or federal courts sitting in Santa Clara County, California, the Parties hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by California law.

7.5    Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; (c) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to Executive at the address set forth below and to the Company at its principal place of business, or such other address as either party may specify in writing.

7.6    Survival. Sections 1 (“Definitions”), 3 (“Severance”), 4 (“Confidentiality and Proprietary Rights”), 5 (“Agreement to Arbitrate”) and 7 (“General Provisions”) of this Agreement shall survive termination of Executive’s employment by the Company.

7.7    Entire Agreement. This Agreement and the Confidentiality and Proprietary Rights Agreement incorporated herein by reference together constitute the entire agreement between the parties in respect of the subject matter contained herein and therein and supersede all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral, including, without limitation, any previous severance agreement between the Company (or any of the Company’s subsidiaries) and Executive (other than the CIC Severance Agreement (as defined below)). This Agreement may be amended or modified only with the written consent of Executive and an authorized representative of the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever. Notwithstanding the foregoing or anything herein to the contrary, although severance provided under this Agreement may offset severance provided under the Executive’s Change in Control Severance Agreement made by and between the Company and the Executive effective as of Effective Date (the “CIC Severance Agreement”) (as specified in Section 3(a)(v) thereof), the CIC Severance Agreement is outside the scope of the foregoing integration provision and shall continue in full force and effect.

7.8     Code Section 409A.

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(a)    To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code.

(b)    If the Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of the Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 7.8(b) shall be paid or distributed to Executive in a lump sum on the earlier of (i) the date that is six (6)- months following Executive’s Separation from Service, (ii) the date of Executive’s death or (iii) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein.

(c)    Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any tax year of Executive shall not affect in-kind benefits or reimbursements to be provided in any other tax year of Executive and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be made to Executive as soon as administratively practicable following such submission, but in no event later than the last day of Executive’s taxable year following the taxable year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after the last day of Executive’s taxable year following the taxable year in which the expense was incurred. This section shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to Executive.

7.9    Consultation with Legal and Financial Advisors. By executing this Agreement, Executive acknowledges that this Agreement confers significant legal rights, and may also involve the waiver of rights under other agreements; that the Company has encouraged Executive to consult with Executive’s personal legal and financial advisors; and that Executive has had adequate time to consult with Executive’s advisors before executing this Agreement.

7.10    Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

(Signature Page Follows)

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THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

	XPERI INC.
Dated:	By:
	Name:
	Title:

	EXECUTIVE
Dated:
	Print Name:

Address:

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EXHIBIT A

GENERAL RELEASE OF CLAIMS

[The language in this Release may change based on legal developments and evolving best practices; provided, however, that no new post-termination covenants shall be imposed on Executive; this form is provided as an example of what will be included in the final Release document.]

This General Release of Claims (“Release”) is entered into as of this                 day of                 ,                 , between                  (“Executive”), and Xperi Inc., a Delaware corporation (the “Company”) (collectively referred to herein as the “Parties”).

WHEREAS, Executive and the Company are parties to that certain Severance Agreement dated as of             ,          (the “Agreement”);

WHEREAS, the Parties agree that Executive is entitled to certain severance benefits under the Agreement, subject to Executive’s execution of this Release; and

WHEREAS, the Company and Executive now wish to fully and finally to resolve all matters between them.

NOW, THEREFORE, in consideration of, and subject to, the severance benefits payable to Executive pursuant to the Agreement, the adequacy of which is hereby acknowledged by Executive, and which Executive acknowledges that he or she would not otherwise be entitled to receive, Executive and the Company hereby agree as follows:

1.    General Release of Claims by Executive.

(a)    Executive, on behalf of himself or herself and his or her executors, heirs, administrators, representatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of their past and present investors, directors, shareholders, officers, general or limited partners, employees, attorneys, agents and representatives, and the employee benefit plans in which Executive is or has been a participant by virtue of his or her employment with or service to the Company (collectively, the “Company Releasees”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”), which Executive has or may have had against such entities based on any events or circumstances arising or occurring on or prior to the date hereof or on or prior to the date hereof, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by or service to the Company or the termination thereof, including any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, and claims of any kind that may be brought in any court or administrative agency including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the

Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and the California Fair Employment and Housing Act, California Government Code Section 12940, et seq.

Notwithstanding the generality of the foregoing, Executive does not release the following claims:

(i)    Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;

(ii)    Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company;

(iii)    Claims pursuant to the terms and conditions of the federal law known as COBRA;

(iv)    Claims for indemnity under the bylaws of the Company, as provided for by California law or under any applicable insurance policy or indemnification agreement with respect to Executive’s liability as an employee, director or officer of the Company;

(v)    Claims based on any right Executive may have to enforce the Company’s executory obligations under the Agreement (including, for the avoidance of doubt, Claims to enforce the Company’s obligations to pay or provide payments and benefits that are contingent on the effectiveness of this Release); and

(vi)    Claims Executive may have to vested or earned compensation and benefits.

(b)    EXECUTIVE ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS HE OR SHE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

(c)    Executive acknowledges that this Release was presented to him or her on the date indicated above and that Executive is entitled to have twenty-one (21) days’ time in which to consider it. Executive further acknowledges that the Company has advised him or her that he or she is waiving his or her rights under the ADEA, and that Executive should consult with an attorney of his or her choice before signing this Release, and Executive has had sufficient time to consider the terms of this Release. Executive represents and acknowledges that if Executive executes this Release before twenty-one (21) days have elapsed, Executive does so knowingly, voluntarily, and upon the advice and with the approval of Executive’s legal counsel (if any), and that Executive voluntarily waives any remaining consideration period.

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(d)    Executive understands that after executing this Release, Executive has the right to revoke it within seven (7) days after his or her execution of it. Executive understands that this Release will not become effective and enforceable unless the seven (7) day revocation period passes and Executive does not revoke the Release in writing. Executive understands that this Release may not be revoked after the seven (7) day revocation period has passed. Executive also understands that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven (7) day period.

(e)    Executive understands that this Release shall become effective, irrevocable, and binding upon Executive on the eighth (8th) day after his or her execution of it, so long as Executive has not revoked it within the time period and in the manner specified in clause (d) above. Executive further understands that Executive will not be given any severance benefits under the Agreement unless this Release is effective on or before the date that is sixty (60) days following the date of Executive’s Separation from Service (as defined in the Agreement).

(f)    Nothing in this Release shall be deemed to restrict Executive’s right to communicate directly with, cooperate with, provide information to, or report possible violations of federal law or regulation to, any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes- Oxley Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation, including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, or the U.S. Department of Justice.

2.    No Assignment. Executive represents and warrants to the Company Releasees that there has been no assignment or other transfer of any interest in any Claim that Executive may have against the Company Releasees. Executive agrees to indemnify and hold harmless the Company Releasees from any liability, claims, demands, damages, costs, expenses and attorneys’ fees incurred as a result of any such assignment or transfer from Executive.

3.    Severability. In the event any provision of this Release is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

4.    Interpretation; Construction. The headings set forth in this Release are for convenience only and shall not be used in interpreting this Agreement. This Release has been drafted by legal counsel representing the Company, but Executive has participated in the negotiation of its terms. Furthermore, Executive acknowledges that Executive has had an opportunity to review and revise the Release and have it reviewed by legal counsel, if desired, and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Release. Either party’s failure to enforce any provision of this Release shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Release.

5.    Governing Law and Venue. This Release will be governed by and construed in accordance with the laws of the United States of America and the State of California applicable to contracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. Any suit brought hereon shall be brought in the state or federal courts sitting in Santa Clara County, California, the Parties hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by California law.

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6.    Entire Agreement. This Release and the Agreement constitute the entire agreement of the Parties in respect of the subject matter contained herein and therein and supersede all prior or simultaneous representations, discussions, negotiations and agreements, whether written or oral. This Release may be amended or modified only with the written consent of Executive and an authorized representative of the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

7.    Counterparts. This Release may be executed in multiple counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

(Signature Page Follows)

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IN WITNESS WHEREOF, and intending to be legally bound, the Parties have executed the foregoing Release as of the date first written above.

EXECUTIVE	XPERI INC.
	By:
Print Name:	Print Name:
	Title:

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EXHIBIT B

CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT

[Attached]

EX-10.9

Exhibit 10.9

FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENT

This Change in Control Severance Agreement (“Agreement”) is made by XXX and between Xperi Inc., a Delaware corporation (the “Company”), and (“Executive”), effective as of XXX, 20XX (such date, the “Effective Date”). For purposes of this Agreement (other than Section 1(c) below), the “Company” shall mean the Company and its subsidiaries.

The parties agree as follows:

1.    Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

(a)    “Board” shall mean the Board of Directors of the Company.

(b)    “Cause” shall mean any of the following: (i) Executive’s gross negligence or willful misconduct in the performance of his or her duties to the Company and its affiliates; (ii) Executive’s willful and habitual neglect of or failure to perform Executive’s duties of consulting or employment (which neglect or failure is not caused by Executive’s illness or mental or physical disability), which neglect or failure is not cured within thirty (30) days after written notice thereof is received by Executive (it being agreed that a failure of the Company and its affiliates to meet performance objectives shall not, alone, constitute a failure by Executive to perform his duties); (iii) Executive’s commission of any material act of fraud, dishonesty or financial or accounting impropriety with respect to the Company and its affiliates which results in a personal benefit to Executive; (iv) Executive’s failure to cooperate with the Company and its affiliates in any investigation or formal proceeding initiated by a governmental authority or otherwise approved by the Board or the Audit Committee of the Board (which failure is not caused by Executive’s illness or mental or physical disability), which failure is not cured within thirty (30) days after written notice thereof is received by Executive; (v) Executive’s conviction of or plea of guilty or nolo contendere to felony criminal conduct (other than moving vehicle violations); (vi) Executive’s material violation of the Company’s Confidentiality and Proprietary Rights Agreement (as defined below) or similar agreement that Executive has entered into with the Company; or (vii) Executive’s material breach of any obligation or duty under this Agreement or material violation of any written employment or other Company policies that have previously been furnished to Executive, which breach or violation is not cured within thirty (30) days after written notice thereof is received by Executive, if such breach or violation is capable of being cured.

(c)    “Change in Control” shall mean and include each of the following:

(i)    A transaction or series of transactions (other than an offering of the Company’s common stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

(ii)    The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

(A)    Which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(B)    After which no person or group beneficially owns voting securities representing fifty percent (50%) or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 1(c)(ii)(B) as beneficially owning fifty percent (50%) or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.

The Board shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto.

Notwithstanding the foregoing, to the extent required by Section 409A of the Code, if a Change in Control would give rise to a payment or benefit event with respect to any payment or benefit hereunder that constitutes “nonqualified deferred compensation,” the transaction or event constituting the Change in Control must also constitute a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)) in order to give rise to the payment or benefit, to the extent required by Section 409A of the Code.

(d)    “Code” means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other interpretive guidance thereunder.

(e)    “Good Reason” shall mean the occurrence of any of the following events or conditions without Executive’s written consent:

(i)     a material diminution in Executive’s authority, duties or responsibilities;

(ii)    a material diminution in Executive’s base compensation or target annual bonus opportunity, unless such reduction is imposed across-the-board to senior management of the Company (and Executive and the Company agree that without limiting any argument that a lesser diminution is material, any diminution of ten percent (10%) or more measured against Executive’s base compensation and target bonus opportunity as in effect on the Effective Date shall be deemed material for purposes of this clause (ii));

(iii)    a material change in the geographic location at which Executive must perform his or her duties (and the Company and Executive acknowledge and agree that a change in the geographic location at which Executive must perform his or her duties by more than forty-five (45) miles shall constitute a material change for purposes of this Agreement); or

(iv)    any other action or inaction that constitutes a material breach by the Company or any successor or affiliate of its obligations to Executive under this Agreement.

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Executive must provide written notice to the Company of the occurrence of any of the foregoing events or conditions without Executive’s written consent within ninety (90) days of Executive learning of the occurrence of such event. The Company or any successor or affiliate shall have a period of thirty (30) days to cure such event or condition after receipt of written notice of such event from Executive. Any voluntary Separation from Service for “Good Reason” following such thirty (30) day cure period must occur no later than the date that is six (6) months following the occurrence of one of the foregoing events or conditions without Executive’s written consent.

(f)    “Performance Awards” means any Stock Awards granted to Executive providing for vesting based upon the Executive’s or the Company’s performance.

(g)    “Permanent Disability” means Executive’s inability to perform the essential functions of his or her position, with or without reasonable accommodation, for a period of at least one hundred twenty (120) consecutive days because of a physical or mental impairment.

(h)    “Separation from Service” means a “separation from service” within the meaning of Section 409A of the Code.

(i)    “Stock Awards” means all stock options, restricted stock units and such other equity-based awards granted pursuant to the Company’s equity award plans or agreements.

2.     Term.

(a)    The term of this Agreement (the “Term”) shall continue until the earlier of (i) the third anniversary of the Effective Date, plus a one year automatic renewal thereafter (if not first terminated by the Board), or (ii) the date on which all payments or benefits required to be made or provided hereunder have been made or provided in their entirety, except to the extent the Term is automatically extended pursuant to Section 2(b).

(b)    Notwithstanding the provisions of Section 2(a), the then-effective Term shall automatically be extended in the event that the Term would otherwise expire during the period commencing upon the first public announcement of a definitive agreement that would result in a Change in Control (even though still subject to approval of the Company’s stockholders and other conditions and contingencies) and ending on the date that is eighteen (18) months following the occurrence of such Change in Control. Such extension shall be upon the terms and conditions of this Agreement as then in effect, provided that such extension of the Term of this Agreement shall expire upon the first to occur of the first public announcement of the termination of such definitive agreement or the date that is eighteen (18) months following the occurrence of such Change in Control.

(c)    Notwithstanding the provisions of Sections 2(a) and (b), the obligation of the Company to make payments or provide benefits pursuant to this Agreement to which Executive has acquired a right in accordance with the applicable provisions of this Agreement prior to the expiration of the Term shall survive the termination of this Agreement until such payments and benefits have been provided in full.

3.     Severance.

(a)    If Executive has a Separation from Service as a result of Executive’s discharge by the Company without Cause or by reason of Executive’s resignation for Good Reason, in either case within sixty (60) days prior to a Change in Control or within eighteen (18) months following a Change in Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii), will be payable in a lump sum on the day that is sixty (60) days following the date of Executive’s Separation from Service:

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(i)    The Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of Executive’s Separation from Service at the rate then in effect, reimbursement of business expenses incurred prior to the date of Executive’s Separation from Service and properly submitted in accordance with Company policy, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(a)(iv) below), health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Separation from Service (the “Accrued Obligations”);

(ii)    Subject to Section 3(c) and Executive’s continued compliance with Section 4, Executive shall be entitled to receive severance pay in an amount equal to one hundred percent (100%) multiplied by the sum of (x) Executive’s annual base salary as in effect immediately prior to the date of Executive’s Separation from Service, plus (y) Executive’s target annual bonus for the calendar year in which Executive’s Separation from Service occurs;

(iii)    Subject to Section 3(c) and Executive’s continued compliance with Section 4, for the period beginning on the date of Executive’s Separation from Service and ending on the date which is twelve (12) full months following the date of Executive’s Separation from Service (or, if earlier, the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires) (the “COBRA Coverage Period”), the Company shall continue to provide Executive and his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service with health (including medical and dental) insurance benefits substantially similar to those provided to Executive and his or her dependents immediately prior to the date of such Separation from Service. If any of the Company’s health benefits are self-funded as of the date of Executive’s Separation from Service, or if the Company cannot provide the foregoing benefits in a manner that is exempt from or otherwise compliant with applicable law or the provision of such benefits may result in the Company incurring penalties under applicable law (including, without limitation, Section 409A of the Code and Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Executive an amount equal to the monthly premium payment for Executive and his or her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Separation from Service (calculated by reference to the premium as of the date of Separation from Service) as currently taxable compensation in substantially equal monthly installments over the COBRA Coverage Period (or the remaining portion thereof);

(iv)    Subject to Section 3(c) and Executive’s continued compliance with Section 4, the vesting and/or exercisability of each of Executive’s outstanding Stock Awards (other than Performance Awards, which will vest as to the “target” number of shares subject to such performance Awards, except to the extent alternative acceleration is specifically provided for pursuant to the grant documents) shall be accelerated in full effective as of the later of (A) the date of Executive’s Separation from Service or (B) the date of the Change in Control (provided that payment or settlement of such Stock Awards may be delayed as provided in the grant documents to the extent required by Section 409A of the Code). Nothing in this Section 3(a)(iv) shall be construed to limit any more favorable vesting applicable to Executive’s Stock Awards in the Company’s equity plan(s) and/or the stock award agreements under which the Stock Awards were granted. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award; and

(v)    Notwithstanding any other provision of this Agreement to the contrary, any severance benefits payable to Executive under this Agreement shall be reduced by any severance benefits payable by the Company or an affiliate of the Company to such individual under any other policy, plan, program, agreement or arrangement, including, without limitation, any severance agreement between such individual and any entity.

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(b)    Other Terminations. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason more than sixty (60) days prior to a Change in Control or more than eighteen (18) months following a Change in Control, or at any time by the Company for Cause, by Executive without Good Reason, or as a result of Executive’s death or Permanent Disability, the Company shall not have any other or further obligations to Executive under this Agreement (including any financial obligations) except that Executive shall be entitled to receive the Accrued Obligations. The foregoing shall be in addition to, and not in lieu of, any and all other rights and remedies which may be available to the Company under the circumstances, whether at law or in equity.

(c)    Release. As a condition to Executive’s receipt of any post-termination benefits pursuant to Section 3(a) above (other than the Accrued Obligations), Executive shall execute and not revoke a general release of all claims in favor of the Company (the “Release”) in the form substantially similar to that attached hereto as Exhibit A (and any applicable revocation period applicable to such Release shall have expired) within the sixty (60) day period following the date of Executive’s Separation from Service.

(d)    Exclusive Remedy. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, all of Executive’s rights to salary, severance, benefits, bonuses and other amounts hereunder (if any) accruing after the termination of Executive’s employment shall cease upon such termination. In the event of a termination of Executive’s employment with the Company, and except in the event of violation of applicable law by the Company relating to Executive’s employment or the termination thereof, Executive’s sole remedy shall be to receive the payments and benefits described in this Section 3 plus, subject to Section 3(a)(v) above, any payments due to Executive under the Severance Agreement (defined below).

(e)    No Mitigation. Executive shall not be required to mitigate the amount of any payment provided for in this Section 3 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 3 be reduced by any compensation earned by Executive as the result of employment by another employer or self-employment or by retirement benefits; provided, however, that loans, advances or other amounts owed by Executive to the Company may be offset by the Company and its affiliates against amounts payable to Executive under this Section 3.

(f)    Return of the Company’s Property. If Executive’s employment is terminated for any reason, the Company shall have the right, at its option, to require Executive to vacate his or her offices prior to or on the effective date of termination and to cease all activities on the Company’s behalf. Upon the termination of his or her employment in any manner, as a condition to Executive’s receipt of any post- termination benefits described in this Agreement, Executive shall immediately surrender to the Company all lists, books and records of, or in connection with, the Company’s business, and all other property belonging to the Company and its affiliates, it being distinctly understood that all such lists, books and records, and other documents, are the property of the Company and its affiliates. Executive shall deliver to the Company a signed statement certifying compliance with this Section 3(f) prior to the receipt of any post-termination benefits described in this Agreement.

(g)    Best Pay Provision.

(i)    If any payment or benefit Executive would receive under this Agreement, when combined with any other payment or benefit Executive receives pursuant to the termination of Executive’s employment with the Company and its affiliates (“Payment”), would (A) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (B) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be either (1) the full amount of such Payment or (2) such lesser amount (with cash payments being reduced

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before stock option compensation) as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes, and the Excise Tax, results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax.

(ii)    All determinations required to be made under this Section 3(g), including whether and to what extent the Payments shall be reduced and the assumptions to be utilized in arriving at such determination, shall be made by the nationally recognized certified public accounting firm used by the Company immediately prior to the effective date of the Change in Control or, if such firm declines to serve, such other nationally recognized certified public accounting firm as may be designated by the Company (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to Executive and the Company at such time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon Executive and the Company. For purposes of making the calculations required by this Section 3(g), the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code.

4.    Confidentiality and Proprietary Rights. Executive and the Company have executed the Company’s Confidentiality and Proprietary Rights Agreement, a copy of which is attached to this Agreement as Exhibit B and incorporated herein by reference (the “Confidentiality and Proprietary Rights Agreement”). The Company shall be entitled to cease all severance payments and benefits to Executive in the event of his or his material breach of this Section 4. Nothing in this Agreement or in the Confidentiality and Proprietary Rights Agreement shall be deemed to restrict Executive’s right to communicate directly with, cooperate with, provide information to, or report possible violations of federal law or regulation to, any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation, including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, or the U.S. Department of Justice.

5.    Agreement to Arbitrate. Any dispute, claim or controversy based on, arising out of or relating to Executive’s employment or this Agreement shall be settled by final and binding arbitration in San Jose, California, before a single neutral arbitrator in accordance with the Employment Arbitration Rules and Procedures (the “Rules”) of Judicial Arbitration and Mediation Services (“JAMS”), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The Rules may be found online at www.jamsadr.com. Arbitration may be compelled pursuant to the California Arbitration Act (Code of Civil Procedure §§ 1280 et seq.). If the parties are unable to agree upon an arbitrator, one shall be appointed by JAMS in accordance with its Rules. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; provided, however, Executive and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party; provided, further, that the prevailing party shall be reimbursed for such fees, costs and expenses within forty-five (45) days following any such award, but in no event later than the last day of the Executive’s taxable year following the taxable year in which the fees, costs and expenses were incurred; provided, further, that the parties’ obligations pursuant to this sentence shall terminate on the tenth (10th) anniversary of the date of Executive’s termination of employment; provided, however, that Executive shall retain the right to file administrative charges with or seek relief through any government agency of competent jurisdiction, and to participate in any government investigation, including but not limited to (a) claims for workers’ compensation, state disability insurance or unemployment insurance; (b) claims for unpaid wages or waiting time penalties brought before the California Division of Labor Standards Enforcement; provided, however, that any appeal from an award or from denial of an award of wages and/or waiting time penalties shall be arbitrated pursuant to the terms of

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this Agreement; and (c) claims for administrative relief from the United States Equal Employment Opportunity Commission and/or the California Department of Fair Employment and Housing (or any similar agency in any applicable jurisdiction other than California); provided, further, that Executive shall not be entitled to obtain any monetary relief through such agencies other than workers’ compensation benefits or unemployment insurance benefits. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, JAMS’ administrative fees, the fee of the arbitrator, and all other fees and costs, shall be borne by the Company. This Section 5 is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to Executive’s employment; provided, however, that neither this Agreement nor the submission to arbitration shall limit the parties’ right to seek provisional relief, including without limitation injunctive relief, in any court of competent jurisdiction pursuant to California Code of Civil Procedure § 1281.8 or any similar statute of an applicable jurisdiction. Seeking any such relief shall not be deemed to be a waiver of such party’s right to compel arbitration. Both Executive and the Company expressly waive their right to a jury trial.

6.    At-Will Employment Relationship. Executive’s employment with the Company is at-will and not for any specified period and may be terminated at any time, with or without Cause or advance notice, by either Executive or the Company. Any change to the at-will employment relationship must be by specific, written agreement signed by Executive and an authorized representative of the Company. Nothing in this Agreement is intended to or should be construed to contradict, modify or alter this at-will relationship.

7.    General Provisions.

7.1    Successors and Assigns. The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, that no such assumption shall relieve the Company of its obligations hereunder; provided, further, that the failure of any such successor to so assume this Agreement shall constitute a material breach of this Agreement. As used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise. Executive shall not be entitled to assign any of Executive’s rights or obligations under this Agreement. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

7.2    Severability. In the event any provision of this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

7.3    Interpretation; Construction. The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel representing the Company, but Executive has participated in the negotiation of its terms. Furthermore, Executive acknowledges that Executive has had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore, the normal rule of construction

7

to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. Either party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Agreement.

7.4    Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California applicable to contracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. Any suit brought hereon shall be brought in the state or federal courts sitting in Santa Clara County, California, the Parties hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by California law.

7.5    Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; (c) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to Executive at the address set forth below and to the Company at its principal place of business, or such other address as either party may specify in writing.

7.6    Survival. Sections 1 (“Definitions”), 3 (“Severance”), 4 (“Confidentiality and Proprietary Rights”), 5 (“Agreement to Arbitrate”) and 7 (“General Provisions”) of this Agreement shall survive termination of Executive’s employment by the Company.

7.7    Entire Agreement. This Agreement and the Confidentiality and Proprietary Rights Agreement incorporated herein by reference together constitute the entire agreement between the parties in respect of the subject matter contained herein and therein and supersede all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral, including, without limitation, any previous severance agreement between the Company (or any of the Company’s subsidiaries) and Executive (other than the Severance Agreement (as defined below)). This Agreement may be amended or modified only with the written consent of Executive and an authorized representative of the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever. Notwithstanding the foregoing or anything herein to the contrary, although severance provided under the Executive’s Severance Agreement made by and between the Company and the Executive effective as of the Effective Date (the “Severance Agreement”) may offset severance provided hereunder (as specified in Section 3(a)(v)), the Severance Agreement is outside the scope of the foregoing integration provision and shall continue in full force and effect.

7.8    Code Section 409A.

(a)    To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code.

(b)    If the Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of the Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 7.8(b) shall be paid or distributed to Executive in a lump sum on the earlier of (i) the date that is six (6)-

8

months following Executive’s Separation from Service, (ii) the date of Executive’s death or (iii) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein.

(c)    Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any tax year of Executive shall not affect in-kind benefits or reimbursements to be provided in any other tax year of Executive and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be made to Executive as soon as administratively practicable following such submission, but in no event later than the last day of Executive’s taxable year following the taxable year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after the last day of Executive’s taxable year following the taxable year in which the expense was incurred. This section shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to Executive.

7.9    Consultation with Legal and Financial Advisors. By executing this Agreement, Executive acknowledges that this Agreement confers significant legal rights, and may also involve the waiver of rights under other agreements; that the Company has encouraged Executive to consult with Executive’s personal legal and financial advisors; and that Executive has had adequate time to consult with Executive’s advisors before executing this Agreement.

7.10    Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

(Signature Page Follows)

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THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

	XPERI INC.
Dated:	By:
	Name:
	Title:
	EXECUTIVE
Dated:
	Print Name:
	Address:

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EXHIBIT A

GENERAL RELEASE OF CLAIMS

[The language in this Release may change based on legal developments and evolving best practices; provided, however, that no new post-termination covenants shall be imposed on Executive; this form is provided as an example of what will be included in the final Release document.]

This General Release of Claims (“Release”) is entered into as of this              day of                ,         , between                  (“Executive”), and Xperi Inc., a Delaware corporation (the “Company”) (collectively referred to herein as the “Parties”).

WHEREAS, Executive and the Company are parties to that certain Change in Control Severance Agreement dated as of                 ,         (the “Agreement”);

WHEREAS, the Parties agree that Executive is entitled to certain severance benefits under the Agreement, subject to Executive’s execution of this Release; and WHEREAS, the Company and Executive now wish to fully and finally to resolve all matters between them.

NOW, THEREFORE, in consideration of, and subject to, the severance benefits payable to Executive pursuant to the Agreement, the adequacy of which is hereby acknowledged by Executive, and which Executive acknowledges that he or she would not otherwise be entitled to receive, Executive and the Company hereby agree as follows:

1.    General Release of Claims by Executive.

(a)    Executive, on behalf of himself or herself and his or her executors, heirs, administrators, representatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of their past and present investors, directors, shareholders, officers, general or limited partners, employees, attorneys, agents and representatives, and the employee benefit plans in which Executive is or has been a participant by virtue of his or her employment with or service to the Company (collectively, the “Company Releasees”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”), which Executive has or may have had against such entities based on any events or circumstances arising or occurring on or prior to the date hereof or on or prior to the date hereof, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by or service to the Company or the termination thereof, including any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, and claims of any kind that may be brought in any court or administrative agency including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the

Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and the California Fair Employment and Housing Act, California Government Code Section 12940, et seq.

Notwithstanding the generality of the foregoing, Executive does not release the following claims:

(i)    Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;

(ii)    Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company;

(iii)     Claims pursuant to the terms and conditions of the federal law known as COBRA;

(iv)    Claims for indemnity under the bylaws of the Company, as provided for by California law or under any applicable insurance policy or indemnification agreement with respect to Executive’s liability as an employee, director or officer of the Company;

(v)    Claims based on any right Executive may have to enforce the Company’s executory obligations under the Agreement (including, for the avoidance of doubt, Claims to enforce the Company’s obligations to pay or provide payments and benefits that are contingent on the effectiveness of this Release); and

(vi)     Claims Executive may have to vested or earned compensation and benefits.

(b)    EXECUTIVE ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS HE OR SHE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

(c)    Executive acknowledges that this Release was presented to him or her on the date indicated above and that Executive is entitled to have twenty-one (21) days’ time in which to consider it. Executive further acknowledges that the Company has advised him or her that he or she is waiving his or her rights under the ADEA, and that Executive should consult with an attorney of his or her choice before signing this Release, and Executive has had sufficient time to consider the terms of this Release. Executive represents and acknowledges that if Executive executes this Release before twenty-one (21) days have elapsed, Executive does so knowingly, voluntarily, and upon the advice and with the approval of Executive’s legal counsel (if any), and that Executive voluntarily waives any remaining consideration period.

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(d)    Executive understands that after executing this Release, Executive has the right to revoke it within seven (7) days after his or her execution of it. Executive understands that this Release will not become effective and enforceable unless the seven (7) day revocation period passes and Executive does not revoke the Release in writing. Executive understands that this Release may not be revoked after the seven (7) day revocation period has passed. Executive also understands that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven (7) day period.

(e)    Executive understands that this Release shall become effective, irrevocable, and binding upon Executive on the eighth (8th) day after his or her execution of it, so long as Executive has not revoked it within the time period and in the manner specified in clause (d) above. Executive further understands that Executive will not be given any severance benefits under the Agreement unless this Release is effective on or before the date that is sixty (60) days following the date of Executive’s Separation from Service (as defined in the Agreement).

(f)    Nothing in this Release shall be deemed to restrict Executive’s right to communicate directly with, cooperate with, provide information to, or report possible violations of federal law or regulation to, any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes- Oxley Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation, including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, or the U.S. Department of Justice.

2.    No Assignment. Executive represents and warrants to the Company Releasees that there has been no assignment or other transfer of any interest in any Claim that Executive may have against the Company Releasees. Executive agrees to indemnify and hold harmless the Company Releasees from any liability, claims, demands, damages, costs, expenses and attorneys’ fees incurred as a result of any such assignment or transfer from Executive.

3.    Severability. In the event any provision of this Release is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

4.    Interpretation; Construction. The headings set forth in this Release are for convenience only and shall not be used in interpreting this Agreement. This Release has been drafted by legal counsel representing the Company, but Executive has participated in the negotiation of its terms. Furthermore, Executive acknowledges that Executive has had an opportunity to review and revise the Release and have it reviewed by legal counsel, if desired, and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Release. Either party’s failure to enforce any provision of this Release shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Release.

5.    Governing Law and Venue. This Release will be governed by and construed in accordance with the laws of the United States of America and the State of California applicable to contracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. Any suit brought hereon shall be brought in the state or federal courts sitting in Santa Clara County, California, the Parties hereby waiving any claim or defense that such forum is not convenient or proper.

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Each party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by California law.

6.    Entire Agreement. This Release and the Agreement constitute the entire agreement of the Parties in respect of the subject matter contained herein and therein and supersede all prior or simultaneous representations, discussions, negotiations and agreements, whether written or oral. This Release may be amended or modified only with the written consent of Executive and an authorized representative of the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

7.    Counterparts. This Release may be executed in multiple counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

(Signature Page Follows)

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IN WITNESS WHEREOF, and intending to be legally bound, the Parties have executed the foregoing Release as of the date first written above.

EXECUTIVE	XPERI INC.
	By:
Print Name:	Print Name:
	Title:

5

EXHIBIT B

CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT

[Attached]

EX-10.10

Exhibit 10.10

AMENDMENT TO EMPLOYMENT AND SEVERANCE AGREEMENT

This AMENDMENT TO EMPLOYMENT AND SEVERANCE AGREEMENT (“Amendment”), is made by and between Xperi Holding Corporation, a Delaware corporation (“Company”), and Jon Kirchner (“Executive”) (collectively the “Parties”), effective as of September 29, 2020 (“Effective Date”).

WHEREAS, Executive and Xperi Corporation entered into a certain Employment and Severance Agreement dated April 28, 2017 (the “Agreement”);

WHEREAS, since entering into the Agreement, Xperi Corporation and TiVo Corporation merged to form Xperi Holding Corporation; and

WHEREAS, the Parties wish to extend Executive’s role with the Company on the terms set forth in the Agreement, as amended hereby;

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in the Agreement as hereby amended, and other good and valuable consideration, the sufficiency of which the Parties acknowledge, the Parties agree as follows:

1.    References throughout the Agreement to Xperi Corporation are hereby replaced by Xperi Holding Corporation;

2.    Section 2(a) of the Agreement is hereby replaced in its entirety by the following:

The term of this Agreement (the “Term”) shall continue through June 1, 2024, and shall automatically extend for an additional twelve (12) months (such extension, if it occurs, also considered to be part of the “Term”) unless either party provides the other party at least ninety (90) days’ advanced written notice of non-renewal prior to the current expiration of the Term. In the event the Company chooses not to renew the Agreement so that the Term is not extended for the additional twelve (12) months, then Executive’s employment will be deemed terminated without Cause as of June 1, 2024. In the event the Term expires at the end of the additional twelve (12) month extension period, then such expiration shall not be deemed a termination without Cause and Executive shall not be entitled to severance hereunder as a result of such expiration.

3.    Section 4(a) of the Agreement shall be amended to reflect a modified Base Salary of $670,000 per annum, less applicable deductions and withholdings, payable in accordance with the Company’s standard payroll practices.

4.    Section 4(b) of the Agreement shall be amended to reflect that Executive will be eligible for additional Stock Awards in accordance with the Company’s annual grant cycle, with consideration for the grant for 2021. All additional Stock Awards shall be subject to approval by the Compensation Committee of the Board, and subject to the Plan.

5.    Section 9.9 of the Agreement shall be amended to reflect that Executive may be reimbursed for reasonable attorneys’ fees incurred in connection with negotiating and executing this Amendment, not to exceed $30,000, in accordance with the Company’s stand expense reimbursement policies and procedures.

6.    Reference to California Civil Code Section 1542, set forth in Section 1(b) of General Release of Claims (Exhibit A to the Agreement) is hereby replaced by the following:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

7.    Except as expressly amended hereby, all other terms of the Agreement shall remain unchanged and in full force and effect.

8.    This Amendment shall be deemed part of and is incorporated into the Agreement. The Agreement, as amended, constitutes the entire agreement and understanding of the Parties with respect to the subject matter herein.

IN WITNESS WHEREOF, this Amendment has been agreed to by the Parties effective as of the date set forth above.

Xperi Holding Corporation	Executive
/s/ Paul Davis	/s/ Jon Kirchner
By: Paul Davis	Jon Kirchner
Chief Legal Counsel

EX-10.11

Exhibit 10.11

Execution Copy

EMPLOYMENT AND SEVERANCE AGREEMENT

This Employment and Severance Agreement (“Agreement”) is made by and between Xperi Corporation, a Delaware corporation (the “Company”), and Jon Kirchner (“Executive”), effective as of April 28, 2017 (such date, the “Effective Date”). For purposes of this Agreement (other than Section 1(c) below), the “Company” shall mean the Company and its subsidiaries.

The parties agree as follows:

1. Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

(a) “Board” shall mean the Board of Directors of the Company.

(b) “Cause” shall mean any of the following: (i) Executive’s gross negligence or willful misconduct in the performance of his or her duties to the Company and its affiliates; (ii) Executive’s willful and habitual neglect of or failure to perform Executive’s duties of consulting or employment (which neglect or failure is not caused by Executive’s illness or mental or physical disability), which neglect or failure is not cured within thirty (30) days after written notice thereof is received by Executive (it being agreed that a failure of the Company and its affiliates to meet performance objectives shall not, alone, constitute a failure by Executive to perform his duties); (iii) Executive’s commission of any material act of fraud, dishonesty or financial or accounting impropriety with respect to the Company and its affiliates which results in a personal benefit to Executive; (iv) Executive’s failure to cooperate with the Company and its affiliates in any investigation or formal proceeding initiated by a governmental authority or otherwise approved by the Board or the Audit Committee of the Board (which failure is not caused by Executive’s illness or mental or physical disability), which failure is not cured within thirty (30) days after written notice thereof is received by Executive; (v) Executive’s conviction of or plea of guilty or nolo contendere to felony criminal conduct (other than moving vehicle violations); (vi) Executive’s material violation of the Company’s Confidentiality and Proprietary Rights Agreement (as defined below) or similar agreement that Executive has entered into with the Company and its affiliates; or (vii) Executive’s material breach of any obligation or duty under this Agreement or material violation of any written employment or other Company policies that have previously been furnished to Executive, which breach or violation is not cured within thirty (30) days after written notice thereof is received by Executive, if such breach or violation is capable of being cured.

(c) “Change in Control” shall mean and include each of the following:

(i) A transaction or series of transactions (other than an offering of the Company’s common stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule l3d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

(ii) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x)

a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

(A) Which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(B) After which no person or group beneficially owns voting securities representing fifty percent (50%) or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 1(c)(ii)(B) as beneficially owning fifty percent (50%) or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.

The Board shall have full and final authority, which shall be exercised in its reasonable discretion, to determine conclusively whether a Change in Control of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto.

Notwithstanding the foregoing, to the extent required by Section 409A of the Code, if a Change in Control would give rise to a payment or benefit event with respect to any payment or benefit hereunder that constitutes “nonqualified deferred compensation,” the transaction or event constituting the Change in Control must also constitute a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)) in order to give rise to the payment or benefit, to the extent required by Section 409A of the Code.

(d) “Code” means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other interpretive guidance thereunder.

(e) “Good Reason” shall mean the occurrence of any of the following events or conditions without Executive’s written consent:

(i) a material diminution in Executive’s authority, duties or responsibilities (it being agreed that Executive not serving as the chief executive officer of a publicly-traded entity is a material diminution in Executive’s authority, duties, and responsibilities for this purpose);

(ii) a material diminution in Executive’s base compensation or target annual bonus opportunity, unless such reduction is imposed across-the-board to senior management of the Company (and Executive and the Company agree that without limiting any argument that a lesser diminution is material, any diminution often percent (10%) or more measured against Executive’s base compensation and target bonus opportunity as in effect on the Effective Date shall be deemed material for purposes of this clause (ii));

(iii) a material change in the geographic location at which Executive must perform his or her duties (and the Company and Executive acknowledge and agree that a change in the geographic location at which Executive must perform his or her duties by more than forty-five (45) miles shall constitute a material change for purposes of this Agreement);

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(iv) any other action or inaction that constitutes a material breach by the Company or any successor or affiliate of its obligations to Executive under this Agreement; or

(v) the failure of the Board to appoint Executive as Chief Executive Officer of the Company on or before June 1, 2017.

Executive must provide written notice to the Company of the occurrence of any of the foregoing events or conditions without Executive’s written consent within ninety (90) days of Executive learning of the occurrence of such event. The Company or any successor or affiliate shall have a period of thirty (30) days to cure such event or condition after receipt of written notice of such event from Executive. Any voluntary Separation from Service for “Good Reason” following such thirty (30) day cure period must occur no later than the date that is six (6) months following the occurrence of one of the foregoing events or conditions without Executive’s written consent.

(f) “Permanent Disability” means Executive’s inability to perform the essential functions of his or her position, with or without reasonable accommodation, for a period of at least one hundred twenty ( 120) consecutive days because of a physical or mental impairment.

(g) “Separation from Service” means a “separation from service” within the meaning of Section 409A of the Code.

(h) “Stock Awards” means all stock options, restricted stock units and such other equity-based awards granted pursuant to the Company’s equity award plans or agreements.

2. Term.

(a) The initial term of this Agreement (the “Term”) shall continue through June 1, 2020, and shall automatically extend for an additional twelve (12) months (such extension, if it occurs, also considered to be part of the “Term”) unless either party provides the other party at least ninety (90) days’ advanced written notice of non-renewal prior to the expiration of the initial three-year Term. In the event the Company chooses not to renew this Agreement so that the Term is not extended for the fourth (4^th) year, the Executive’s employment will be deemed terminated without Cause as of immediately prior to the expiration of the initial three-year Term. In the event the Term expires at the end of the fourth (4^th) year, such expiration shall not be deemed a termination without Cause and Executive shall not be entitled to severance hereunder as a result of such expiration.

(b) Notwithstanding the provisions of Section 2(a), the then-effective Term shall automatically be extended in the event that the Term would otherwise expire during the period commencing upon the first public announcement of a definitive agreement that would result in a Change in Control (even though still subject to approval of the Company’s stockholders and other conditions and contingencies) and ending on the date that is eighteen (18) months following the occurrence of such Change in Control. Such extension shall be upon the terms and conditions of this Agreement as then in effect and shall expire upon the later of (i) the first to occur of (A) the first public announcement of the termination of such definitive agreement or (B) the date that is eighteen (18) months following the occurrence of such Change in Control, or (ii) June 1, 2021. In the event the Term expires pursuant to the preceding sentence, such expiration shall not be deemed a termination without Cause and Executive shall not be entitled to severance hereunder as a result of such expiration.

(c) Notwithstanding the foregoing, the obligation of the Company to make payments or provide benefits pursuant to this Agreement to which Executive has acquired a right in accordance with the applicable provisions of this Agreement prior to the expiration of the Term shall survive the termination of this Agreement until such payments and benefits have been provided in full.

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3. Duties. Effective as of the Effective Date, the Executive shall continue to serve as the Company’s President. On or before June 1, 2017, the Executive shall be appointed as the Company’s Chief Executive Officer, reporting to the Company’s board of directors (the “Board”), and thereafter Executive shall serve in such capacity. Executive shall devote his full business time, efforts, and skill to the performance of his duties to the Company. Notwithstanding the foregoing, Executive shall be permitted to serve on boards of directors (or similar bodies) of non-profit and charitable organizations, and, with the consent of the Board, boards of directors of other for profit entities, so long as such duties do not materially interfere with his ability to perform his duties to the Company. So long as Executive is serving as the Company’s Chief Executive Officer, (i) the Company shall use its best efforts, subject to the Board’s exercise of its fiduciary duties under applicable law, to cause Executive to be recommended and nominated for service on the Board at every appropriate opportunity, and (ii) upon the resignation of any existing member of the Board, Executive shall be appointed to fill the open Board seat if Executive is not already a member of the Board; provided that the Company shall not be so obligated if Cause exists for the removal of Executive from the Board or for the failure to nominate or elect Executive to the Board. Executive shall be subject to and comply with the policies and procedures generally applicable to senior executives of the Company to the extent the same are not inconsistent with any term of this Agreement.

4. Compensation.

(a) Cash Compensation. During the Term, Executive shall be entitled to an annual base salary of (i) prior to June 1, 2017, $550,000 per annum, and (ii) from and after June 1, 2017, $600,000 per annum (the “Base Salary”), payable in accordance with the Company’s standard payroll practices. Executive shall be entitled to an annual bonus with a target amount of 100% of Base Salary and a maximum payout amount of 200% of Base Salary for over-performance, payable in accordance with the Company’s standard bonus arrangements for executive officers as determined by the Compensation Committee of the Board.

(b) Equity Compensation. On June 1, 2017 (the “Grant Date”), Executive will be granted such number of restricted stock units (the “RSUs”) as is determined by dividing (i) $14,500,000 by (ii) the ten (10)-day weighted average volume closing price for the Company’s common stock for the ten (10) trading days commencing on and including May 4, 2017. The RSUs will be granted under the Company’s Sixth Amended and Restated 2003 Equity Incentive Plan (the “Plan”). Thirty percent (30%) of the RSUs (the “Time-Based RSUs”) shall vest subject to solely to continued employment, with 25% of such Time-Based RSUs vesting on each of the next four anniversaries of the Grant Date. The remaining RSUs (the “Performance-Based RSUs”) shall vest based on the Company’s performance for each of 2017, 2018, 2019 and 2020, with up to twenty-five percent (25%) of such Performance-Based RSUs eligible to vest each year at “target” performance based on the Company’s performance, which annual performance targets shall be determined by mutual agreement between Executive and Company’s Compensation Committee and subject to increased settlement for over-performance, and proportional settlement for under-performance, (meaning, for the avoidance of doubt, that Executive may vest in up to 200% of the Performance-Based RSUs each year at “maximum” performance and as few as 0% of the Performance-Based RSUs may vest in the event of underperformance). The RSUs shall otherwise reflect the Company’s standard terms and conditions for RSU awards, provided that the award agreement will allow net settlement of the award at Executive’s election for purposes of satisfying Executive’s tax withholding upon vesting of the RSUs (which net settlement shall be subject to the terms of the Plan and the award agreement).

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5. Severance.

(a) If Executive has a Separation from Service as a result of Executive’s discharge by the Company without Cause or by reason of Executive’s resignation for Good Reason, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii) and clause (vii)(B), will be payable in a lump sum on the day that is sixty (60) days following the date of Executive’s Separation from Service:

(i) The Company shall pay to Executive his or her fully earned but unpaid Base Salary, when due, through the date of Executive’s Separation from Service at the rate then in effect, reimbursement of business expenses incurred prior to the date of Executive’s Separation from Service and properly submitted in accordance with Company policy, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Separation from Service, plus all amounts required to be paid to Executive under applicable law (the “Accrued Obligations”);

(ii) Subject to Section 5(c) and Executive’s continued compliance with Section 6, Executive shall be entitled to receive severance pay in an amount equal to two-hundred percent (200%) multiplied by the sum of (x) Executive’s annual Base Salary as in effect immediately prior to the date of Executive’s Separation from Service (ignoring any reduction in Base Salary in the event a reduction in Base Salary triggered Executive’s resignation for Good Reason), plus (y) Executive’s target annual bonus for the calendar year in which Executive’s Separation from Service occurs (provided that, in the event Executive’s Separation from Service occurs more than sixty (60) days prior to a Change in Control or more than eighteen (18) months following a Change in Control, such bonus shall be prorated for the portion of the calendar year that has elapsed prior to the date of Executive’s Separation from Service);

(iii) Subject to Section 5(c) and Executive’s continued compliance with Section 6, for the period beginning on the date of Executive’s Separation from Service and ending on the date which is twenty-four (24) full months following the date of Executive’s Separation from Service (or, if earlier, the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires) (the “COBRA Coverage Period”), the Company shall continue to provide Executive and his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service with health (including medical and dental) insurance benefits substantially similar to those provided to Executive and his or her dependents immediately prior to the date of such Separation from Service. If any of the Company’s health benefits are self-funded as of the date of Executive’s Separation from Service, or if the Company cannot provide the foregoing benefits in a manner that is exempt from or otherwise compliant with applicable law or the provision of such benefits may result in the Company incurring penalties under applicable law (including, without limitation, Section 409A of the Code and Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Executive an amount equal to the monthly premium payment for Executive and his or her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Separation from Service (calculated by reference to the premium as of the date of Separation from Service) as currently taxable compensation, in substantially equal monthly installments over the COBRA Coverage Period (or the remaining portion thereof);

(iv) Subject to Section 5(c) and Executive’s continued compliance with Section 6, the vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be accelerated as to the number of covered shares that would vest over the twelve (12) month period

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following the date of Executive’s Separation from Service had Executive remained continuously employed by the Company during such period, and vesting of all Stock Awards with performance-based vesting scheduled to be measured with respect to the fiscal year in which the Separation of Service occurs shall vest based on performance being deemed satisfied at target, with such acceleration to be effective as of the date of Executive’s Separation from Service (provided that payment or settlement of such Stock Awards may be delayed as provided in the grant documents to the extent required by Section 409A of the Code); provided, however, that in the event Executive’s Separation from Service occurs within sixty (60) days prior to a Change in Control or within eighteen (18) months following a Change in Control, the vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be accelerated, and vesting of all Stock Awards with performance-based vesting shall vest based on performance being deemed satisfied at target, with such acceleration to be effective as of the later of (A) the date of Executive’s Separation from Service or (B) the date of the Change in Control (provided that payment or settlement of such Stock Awards may be delayed as provided in the grant documents to the extent required by Section 409A of the Code). Nothing in this Section 5(a)(iv) shall be construed to limit any more favorable vesting applicable to Executive’s Stock Awards in the Company’s equity plan(s) and/or the stock award agreements under which the Stock Awards were granted. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award;

(v) Subject to Section 5(c) and Executive’s continued compliance with Section 6, a post-termination exercise period for outstanding stock options covering shares of Company common stock of twelve (12) months; provided, however, that in no event may an option be exercised after the expiration of its maximum stated term;

(vi) Subject to Section 5(c) and Executive’s continued compliance with Section 6, to the extent there remains any unpaid amount under the 2016 Executive Retention Bonus Plan as reflected by the Letter Agreement issued to Executive thereunder (the “Retention Plan”), any unpaid portion of Executive’s full Bonus Amount (as defined in the Retention Plan) paid less applicable withholdings on the first regularly scheduled payroll date that occurs on or after June 1, 2018 (and in any event, no later than June 30, 2018);

(vii) Subject to Section 5(c) and Executive’s continued compliance with Section 6, if Executive’s Separation from Service as a result of Executive’s discharge by the Company without Cause or by reason of Executive’s resignation for Good Reason occurs prior to June 1, 2017, or if Executive resigns for Good Reason as a result of the Company’s violation of clause (v) of the definition of Good Reason, then, in addition to the amounts and benefits set forth in clauses (i) through (vi) above, Executive shall be entitled to receive (A) additional severance pay in the amount, if any, by which (1) the amounts that would have been payable to Executive pursuant to Sections 3(c)(ii)(II) and 3(c)(vi) of the Severance Agreement (as defined below) as of the date of Executive’s Separation from Service if such Severance Agreement had remained in effect through such date and such amounts were payable to Executive exceed (2) the amounts payable to Executive pursuant to Section 5(a)(vi) above, which excess (if any) shall be payable in a lump sum on the day that is sixty (60) days following the date of Executive’s Separation from Service; (B) if the RSUs described in Section 4(b) have not been granted to Executive prior to the date of Executive’s Separation from Service, additional severance pay in the amount of $3,625,000, payable in a lump sum on the day that is sixty (60) days following the date of Executive’s Separation from Service; (C) the full acceleration of vesting of Executive’s outstanding stock options and stock appreciation rights that were outstanding as of December 1, 2016 and an extension of the exercise period of Executive’s stock options and stock appreciation rights until the earlier of (1) five (5) years from the date of Executive’s Separation from Service, or (2) the remaining life of the equity grants; and (D) eighteen (18) months outplacement services provided by an outplacement vendor selected by the Company.

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(b) Other Terminations. If Executive’s employment is terminated by the Company for Cause, by Executive without Good Reason, as a result of Executive’s death or Permanent Disability, or as a result of the expiration of the Term (other than as a result of the termination of the Term by reason of the Company choosing not to renew this Agreement so that the Term is not extended for the fourth (4th) year), the Company shall not have any other or further obligations to Executive under this Agreement (including any financial obligations) except that Executive shall be entitled to receive the Accrued Obligations. The foregoing shall be in addition to, and not in lieu of, any and all other rights and remedies which may be available to the Company under the circumstances, whether at law or in equity.

(c) Release. As a condition to Executive’s receipt of any post-termination benefits pursuant to Section 5(a) above (other than the Accrued Obligations), Executive shall execute and not revoke a general release of all claims in favor of the Company (the “Release”) in the form substantially similar to that attached hereto as Exhibit A (and any applicable revocation period applicable to such Release shall have expired) within the sixty (60) day period following the date of Executive’s Separation from Service.

(d) Exclusive Remedy. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, all of Executive’s rights to salary, severance, benefits, bonuses and other amounts hereunder (if any) accruing after the termination of Executive’s employment shall cease upon such termination. In the event of a termination of Executive’s employment with the Company, and except in the event of violation of applicable law by the Company relating to Executive’s employment or the termination thereof, Executive’s sole remedy shall be to receive the payments and benefits described in this Section 5.

(e) No Mitigation. Executive shall not be required to mitigate the amount of any payment provided for in this Section S by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 5 be reduced by any compensation earned by Executive as the result of employment by another employer or self-employment or by retirement benefits; provided, however, that loans, advances or other amounts owed by Executive to the Company and its affiliates may be offset by the Company against amounts payable to Executive under this Section 5.

(f) Return of the Company’s Property. If Executive’s employment is terminated for any reason, the Company shall have the right, at its option, to require Executive to vacate his or her offices prior to or on the effective date of termination and to cease all activities on the Company’s behalf. Upon the termination of his or her employment in any manner, as a condition to Executive’s receipt of any post-termination benefits described in this Agreement, Executive shall immediately surrender to the Company all lists, books and records of, or in connection with, the Company’s business, and all other property belonging to the Company and its affiliates, it being distinctly understood that all such lists, books and records, and other documents, are the property of the Company and its affiliates. Executive shall deliver to the Company a signed statement certifying compliance with this Section 5(f) prior to the receipt of any post-termination benefits described in this Agreement.

(g) Best Pay Provision.

(i) If any payment or benefit Executive would receive under this Agreement, when combined with any other payment or benefit Executive receives pursuant to the termination of Executive’s employment with the Company and its affiliates (“Payment”), would (A) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (B) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be either (1) the full amount of such Payment or (2) such lesser amount (with cash payments being reduced before stock option compensation) as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and

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local employment taxes, income taxes, and the Excise Tax, results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax.

(ii) All determinations required to be made under this Section 5(g), including whether and to what extent the Payments shall be reduced and the assumptions to be utilized in arriving at such determination, shall be made by the nationally recognized certified public accounting firm used by the Company immediately prior to the effective date of the Change in Control or, if such firm declines to serve, such other nationally recognized certified public accounting firm as may be designated by the Company (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to Executive and the Company at such time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon Executive and the Company. For purposes of making the calculations required by this Section 5(g), the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code.

6. Confidentiality and Proprietary Rights. Executive and the Company have executed the Company’s Confidentiality and Proprietary Rights Agreement, a copy of which is attached to this Agreement as Exhibit B and incorporated herein by reference (the “Confidentiality and Proprietary Rights Agreement”). The Company shall be entitled to cease all severance payments and benefits to Executive in the event of his or his material breach of this Section 6. Nothing in this Agreement or in the Confidentiality and Proprietary Rights Agreement shall be deemed to restrict Executive’s right to communicate directly with, cooperate with, provide information to, or report possible violations of federal law or regulation to, any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation, including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, or the U.S. Department of Justice.

7. Agreement to Arbitrate. Any dispute, claim or controversy based on, arising out of or relating to Executive’s employment or this Agreement shall be settled by final and binding arbitration in San Jose, California, before a single neutral arbitrator in accordance with the Employment Arbitration Rules and Procedures (the “Rules”) of Judicial Arbitration and Mediation Services (“JAMS’’), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The Rules may be found online at wwwjamsadr.com. Arbitration may be compelled pursuant to the California Arbitration Act (Code of Civil Procedure §§ 1280 et seq.). If the parties are unable to agree upon an arbitrator, one shall be appointed by JAMS in accordance with its Rules. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; provided, however, Executive and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party; provided, further, that the prevailing party shall be reimbursed for such fees, costs and expenses within forty-five (45) days following any such award, but in no event later than the last day of Executive’s taxable year following the taxable year in which the fees, costs and expenses were incurred; provided, further, that the parties’ obligations pursuant to this sentence shall terminate on the tenth (10^th) anniversary of the date of Executive’s termination of employment; provided, however, that Executive shall retain the right to file administrative charges with or seek relief through any government agency of competent jurisdiction, and to participate in any government investigation, including but not limited to (a) claims for workers’ compensation, state disability insurance or unemployment insurance; (b) claims for unpaid wages or waiting time penalties brought before the California Division of Labor Standards Enforcement; provided, however, that any appeal from an award or from denial of an award of wages and/or waiting time penalties shall be arbitrated pursuant to the terms of this Agreement; and (c) claims

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for administrative relief from the United States Equal Employment Opportunity Commission and/or the California Department of Fair Employment and Housing (or any similar agency in any applicable jurisdiction other than California); provided, further, that Executive shall not be entitled to obtain any monetary relief through such agencies other than workers’ compensation benefits or unemployment insurance benefits. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, JAMS’ administrative fees, the fee of the arbitrator, and all other fees and costs, shall be borne by the Company. This Section 7 is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to Executive’s employment; provided, however, that neither this Agreement nor the submission to arbitration shall limit the parties’ right to seek provisional relief, including without limitation injunctive relief, in any court of competent jurisdiction pursuant to California Code of Civil Procedure § 1281.8 or any similar statute of an applicable jurisdiction. Seeking any such relief shall not be deemed to be a waiver of such party’s right to compel arbitration. Both Executive and the Company expressly waive their right to a jury trial.

8. At-Will Employment Relationship. Executive’s employment with the Company is at-will and not for any specified period and may be terminated at any time, with or without Cause or advance notice, by either Executive or the Company. Any change to the at-will employment relationship must be by specific, written agreement signed by Executive and an authorized representative of the Company. Nothing in this Agreement is intended to or should be construed to contradict, modify or alter this at-will relationship.

9. General Provisions.

9.1 Successors and Assigns. The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, that no such assumption shall relieve the Company of its obligations hereunder; provided, further, that the failure of any such successor to so assume this Agreement shall constitute a material breach of this Agreement. As used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise. Executive shall not be entitled to assign any of Executive’s rights or obligations under this Agreement. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

9.2 Severability. In the event any provision of this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

9.3 Interpretation; Construction. The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel representing the Company, but Executive has participated in the negotiation of its terms. Furthermore, Executive acknowledges that Executive has had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore, the normal rule of

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construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. Either party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Agreement.

9.4 Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California applicable to contracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. Any suit brought hereon shall be brought in the state or federal courts sitting in Santa Clara County, California, the Parties hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by California law.

9.5 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; (c) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to Executive at the address set forth in the Company’s personnel records and to the Company at its principal place of business, or such other address as either party may specify in writing.

9.6 Survival. Sections 1 (“Definitions”), 2 (“Term”), 5 (“Severance”), 6 (“Confidentiality and Proprietary Rights”), 7 (“Agreement to Arbitrate”) and 9 (“General Provisions”) of this Agreement shall survive termination of Executive’s employment by the Company.

9.7 Entire Agreement. This Agreement and the Confidentiality and Proprietary Rights Agreement and the Retention Plan incorporated herein by reference together constitute the entire agreement between the parties in respect of the subject matter contained herein and therein and supersede all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral, including, without limitation, any employment agreement or offer letter executed by the Company and Executive in effect prior to the Effective Date, that certain Severance Agreement effective as of December 1, 2016 between the Company and Executive (the “Severance Agreement”) and that certain Change in Control Severance Agreement made by and between the Company and Executive effective as of December 1, 2016. This Agreement may be amended or modified only with the written consent of Executive and an authorized representative of the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

9.8 Code Section 409A.

(a) To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code.

(b) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 9.8(b) shall be paid or distributed to Executive in a lump sum on the earlier of (i) the date that is six (6)-months following Executive’s Separation from Service, (ii) the date of Executive’s death or (iii) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein.

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(c) Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any tax year of Executive shall not affect in-kind benefits or reimbursements to be provided in any other tax year of Executive and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be made to Executive as soon as administratively practicable following such submission, but in no event later than the last day of Executive’s taxable year following the taxable year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after the last day of Executive’s taxable year following the taxable year in which the expense was incurred. This section shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to Executive.

9.9 Consultation with Legal and Financial Advisors. By executing this Agreement, Executive acknowledges that this Agreement confers significant legal rights, and may also involve the waiver of rights under other agreements; that the Company has encouraged Executive to consult with Executive’s personal legal and financial advisors; and that Executive has had adequate time to consult with Executive’s advisors before executing this Agreement. The Company shall reimburse Executive’s fees and expenses incurred in connection with negotiating and executing this Agreement up to a maximum of $30,000; provided, however, that all such reimbursement shall be paid no later than the end of the calendar year following the year in which the applicable expense was incurred.

9.10 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

(Signature Page Follows)

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THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

		XPERI CORPORATION
Dated:	April 29, 2017	By:	/s/ Paul Davis
		Name: Paul Davis
		Title: SVP and General Counsel

	EXECUTIVE
Dated:
	Jon Kirchner
	Address:

[SIGNATURE PAGE TO EMPLOYMENT AND SEVERANCE AGREEMENT]

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

	XPERI CORPORATION
Dated:	By:
	Name:
	Title:

		EXECUTIVE
Dated:	April 28, 2017	/s/ Jon Kirchner
		Jon Kirchner
		Address:

[SIGNATURE PAGE TO EMPLOYMENT AND SEVERANCE AGREEMENT]

EXHIBIT A

GENERAL RELEASE OF CLAIMS

[The language in this Release may change based on legal developments and evolving best practices; provided, however, that no new post-termination covenants shall be imposed on Executive; this form is provided as an example of what will be included in the final Release document.]

This General Release of Claims (“Release”) is entered into as of this              day of                 ,                 , between Jon Kirchner (“Executive”), and Xperi Corporation, a Delaware corporation (the “Company”) (collectively referred to herein as the “Parties”).

WHEREAS, Executive and the Company are parties to that certain Employment and Severance Agreement dated as of April 28, 2017 (the “Agreement”);

WHEREAS, the Parties agree that Executive is entitled to certain severance benefits under the Agreement, subject to Executive’s execution of this Release; and

WHEREAS, the Company and Executive now wish to fully and finally to resolve all matters between them.

NOW, THEREFORE, in consideration of, and subject to, the severance benefits payable to Executive pursuant to the Agreement, the adequacy of which is hereby acknowledged by Executive, and which Executive acknowledges that he or she would not otherwise be entitled to receive, Executive and the Company hereby agree as follows:

1. General Release of Claims by Executive.

(a) Executive, on behalf of himself or herself and his or her executors, heirs, administrators, representatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of their past and present investors, directors, shareholders, officers, general or limited partners, employees, attorneys, agents and representatives, and the employee benefit plans in which Executive is or has been a participant by virtue of his or her employment with or service to the Company (collectively, the “Company Releasees”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”), which Executive has or may have had against such entities based on any events or circumstances arising or occurring on or prior to the date hereof or on or prior to the date hereof, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by or service to the Company or the termination thereof, including any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, and claims of any kind that may be brought in any court or administrative agency including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section

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621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and the California Fair Employment and Housing Act, California Government Code Section 12940, et seq.

Notwithstanding the generality of the foregoing, Executive does not release the following claims:

(i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;

(ii) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company;

(iii) Claims pursuant to the terms and conditions of the federal law known as COBRA;

(iv) Claims for indemnity under the bylaws of the Company, as provided for by California law or under any applicable insurance policy or indemnification agreement with respect to Executive’s liability as an employee, director or officer of the Company;

(v) Claims based on any right Executive may have to enforce the Company’s executory obligations under the Agreement (including, for the avoidance of doubt, Claims to enforce the Company’s obligations to pay or provide payments and benefits that are contingent on the effectiveness of this Release); and

(vi) Claims Executive may have to vested or earned compensation and benefits.

(b) EXECUTIVE ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS HE OR SHE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

(c) Executive acknowledges that this Release was presented to him or her on the date indicated above and that Executive is entitled to have twenty-one (21) days’ time in which to consider it. Executive further acknowledges that the Company has advised him or her that he or she is waiving his or her rights under the ADEA, and that Executive should consult with an attorney of his or her choice before signing this Release, and Executive has had sufficient time to consider the terms of this Release. Executive represents and acknowledges that if Executive executes this Release before twenty-one (21) days have elapsed, Executive does so knowingly, voluntarily, and upon the advice and with the approval of Executive’s legal counsel (if any), and that Executive voluntarily waives any remaining consideration period.

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(d) Executive understands that after executing this Release, Executive has the right to revoke it within seven (7) days after his or her execution of it. Executive understands that this Release will not become effective and enforceable unless the seven (7) day revocation period passes and Executive does not revoke the Release in writing. Executive understands that this Release may not be revoked after the seven (7) day revocation period has passed. Executive also understands that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven (7) day period.

(e) Executive understands that this Release shall become effective, irrevocable, and binding upon Executive on the eighth (8^th) day after his or her execution of it, so long as Executive has not revoked it within the time period and in the manner specified in clause (d) above. Executive further understands that Executive will not be given any severance benefits under the Agreement unless this Release is effective on or before the date that is sixty (60) days following the date of Executive’s Separation from Service (as defined in the Agreement).

(f) Nothing in this Release shall be deemed to restrict Executive’s right to communicate directly with, cooperate with, provide information to, or report possible violations of federal law or regulation to, any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation, including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, or the U.S. Department of Justice.

2. No Assignment. Executive represents and warrants to the Company Releasees that there has been no assignment or other transfer of any interest in any Claim that Executive may have against the Company Releasees. Executive agrees to indemnify and hold harmless the Company Releasees from any liability, claims, demands, damages, costs, expenses and attorneys’ fees incurred as a result of any such assignment or transfer from Executive.

3. Severability. In the event any provision of this Release is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the patties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

4. Interpretation: Construction. The headings set forth in this Release are for convenience only and shall not be used in interpreting this Agreement. This Release has been drafted by legal counsel representing the Company, but Executive has participated in the negotiation of its terms. Furthermore, Executive acknowledges that Executive has had an opportunity to review and revise the Release and have it reviewed by legal counsel, if desired, and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Release. Either party’s failure to enforce any provision of this Release shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Release.

5. Governing Law and Venue. This Release will be governed by and construed in accordance with the laws of the United States of America and the State of California applicable to contracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. Any suit brought hereon shall be brought in the state or federal courts sitting in Santa Clara County, California, the Parties hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by California law.

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6. Entire Agreement. This Release and the Agreement constitute the entire agreement of the Parties in respect of the subject matter contained herein and therein and supersede all prior or simultaneous representations, discussions, negotiations and agreements, whether written or oral. This Release may be amended or modified only with the written consent of Executive and an authorized representative of the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

7. Counterparts. This Release may be executed in multiple counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

(Signature Page Follows)

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IN WITNESS WHEREOF, and intending to be legally bound, the Parties have executed the foregoing Release as of the date first written above.

EXECUTIVE	XPERI CORPORATION
	By:
Print Name:	Print Name:
	Title:

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EXHIBIT B

CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT

[Attached]

EX-10.12

Exhibit 10.12

GLOBAL

XPERI INC.

2022 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND

RESTRICTED STOCK UNIT AWARD AGREEMENT

Xperi Inc., a Delaware corporation (the “Company”), pursuant to its 2022 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an award of restricted stock units (“RSUs” or “Restricted Stock Units”) representing a right to receive a number of shares of the Company’s common stock, par value $0.001 (the “Shares”). This award for RSUs (this “Award”) is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “RSU Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the RSU Agreement.

Participant:

Employee ID:

Grant Date:

Vesting Commencement Date:

Total Number of Shares Represented by the RSUs:

Vesting Schedule:    The Award shall vest as set forth on Exhibit B attached hereto.

Distribution Schedule: The RSUs shall be distributable as they vest pursuant to the Vesting Schedule in accordance with Section 2.1(c) of the RSU Agreement.

ELECTRONIC ACCEPTANCE OF AWARD:

By clicking on the “ACCEPT” box on the “Grant Acceptance: View/Accept Grant” Page, Participant agrees to be bound by the terms and conditions of the Plan, the RSU Agreement and this Grant Notice. Participant acknowledges that he or she has reviewed the RSU Agreement, the Plan and this Grant Notice in their entirety, each of which are posted on www.etrade.com, and has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the RSU Agreement and the Plan, including the special provisions for your country of residence, if any, attached hereto as Exhibit C. Participant further acknowledges that he or she has been provided with a copy of the prospectus for the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan, this Grant Notice or the RSU Agreement. Below are instructions on how to access the Plan and the prospectus:

1. Log into your E*TRADE account.

2. Click on Employee Stock Plans.

3. Click on Company Info.

4. Click on Documents.

5. Click on 2022 Plan.

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EXHIBIT A

XPERI INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

Pursuant to the Restricted Stock Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Unit Award Agreement (this “RSU Agreement”) is attached, Xperi Inc., a Delaware corporation (the “Company”), has granted to Participant the number of RSUs under the Company’s 2022 Equity Incentive Plan (the “Plan”) as set forth in the Grant Notice.

ARTICLE I

GENERAL

1.1    Definitions. All capitalized terms used in this RSU Agreement without definition shall have the meanings ascribed in the Plan and the Grant

Notice.

1.2    Incorporation of Terms of Plan. The Award and this RSU Agreement are subject to the Plan, the terms and conditions of which are incorporated herein by reference. In the event of any inconsistency between the Plan and this RSU Agreement, the terms of the Plan shall control.

ARTICLE II

RSU AWARD

2.1    RSU Award.

(a)    Award. The Company hereby grants to Participant the right to receive the number of RSUs set forth in the Grant Notice, subject to all of the terms and conditions set forth in this RSU Agreement, the Grant Notice and the Plan. Each RSU represents the right to receive one Share. Participant is a Service Provider. Prior to actual issuance of any Shares, the Award represents an unsecured obligation of the Company, payable only from the general assets of the Company.

(b)    Vesting. The RSUs shall vest in accordance with the Vesting Schedule set forth in the Grant Notice. Unless and until the RSUs have vested in accordance with the vesting schedule set forth in the Grant Notice, Participant will have no right to any distribution with respect to such RSUs. In the event Participant ceases to be a Service Provider for any reason prior to the vesting of all of the RSUs, any unvested RSUs will terminate automatically without any further action by the Company and be forfeited without further notice and at no cost to the Company. Notwithstanding the foregoing, during any authorized leave of absence, the vesting of RSUs provided in the vesting schedule set forth in the Grant Notice shall be suspended (to the extent permitted under Section 409A) after the leave of absence exceeds a period of twelve (12) months and shall be extended by the length of the suspension. Vesting of the RSUs shall resume upon the Participant’s termination of the leave of absence and return to service to the Company or any Parent or Subsidiary of the Company. An authorized leave of absence shall include sick leave, military leave or other bona fide leave of absence approved by the Company (or, if the Participant is an executive officer, by the Board).

(c)    Distribution of Stock.

(i)    Shares shall be distributed to Participant (or in the event of Participant’s death, to his or her estate) with respect to such Participant’s vested RSUs granted to Participant pursuant to this RSU Agreement, subject to the terms and provisions of the Plan and this RSU Agreement, within thirty (30) days following each vesting date as the RSUs vest pursuant to the Vesting Schedule set forth in the Grant Notice.

(ii)    All distributions shall be made by the Company in the form of whole Shares.

(iii)    Notwithstanding the foregoing, Shares shall be issuable with respect to the RSUs at such times and upon such events as are specified in this RSU Agreement only to the extent issuance under such terms will not cause the RSUs or such Shares to be includible in the gross income of Participant under Section 409A of the Code prior to such times or the occurrence of such events, as permitted by the Code and the regulations and other guidance thereunder.

(d)    Generally. Shares issued under the Award shall be issued to Participant or Participant’s beneficiaries, as the case may be, at the sole discretion of the Administrator, in either (i) uncertificated form, with the Shares recorded in the name of Participant in the books and records of the Company’s transfer agent with appropriate notations regarding the restrictions on transfer imposed pursuant to this RSU Agreement; or (ii) certificate form.

2.2    Tax Indemnity. Notwithstanding any other provision of this RSU Agreement:

(a)    Participant agrees to indemnify and keep indemnified the Company, any Subsidiary and Participant’s employing company, if different, and their affiliates (collectively, the “Company Group”) from and against any liability for or obligation to pay any Tax Liability (as defined below) that is attributable to the vesting or distribution of the RSUs, the disposal of any Shares issued pursuant to the distribution of the RSUs or otherwise pursuant to this RSU Agreement. No Shares shall be issued or delivered to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid to the Company the full amount of any Tax Liability; provided that no payment shall be delayed under this Section 2.2(a) if such delay will result in a violation of Section 409A of the Code.

(b)    The Company Group shall be entitled to withhold taxes (if required) according to the requirements under applicable laws, rules and regulations, including withholding taxes at source. The Company Group may withhold or Participant may make such payment in one or more of the forms specified below:

(i)    by cash or check made payable to the Company or the member of the Company Group with respect to which the withholding obligation arises;

(ii)    by the deduction of such amount from other compensation payable to Participant;

(iii)    with respect to any tax withholding obligation arising in connection with the distribution of the RSUs, with the consent of the Administrator, by requesting that the Company or the member of the Company Group with respect to which the withholding obligation arises withhold a net number of vested Shares otherwise issuable pursuant to the RSUs having a then current Fair Market Value not exceeding the Tax Liability;

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(iv)    with respect to any tax withholding obligation arising in connection with the distribution of the RSUs, with the consent of the Administrator, by tendering to the Company vested Shares held for the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes, as determined by the Administrator, having a Fair Market Value on the date of surrender not exceeding the Tax Liability;

(v)    with respect to any withholding taxes arising in connection with the distribution of the RSUs, through the delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable to Participant pursuant to the RSUs, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company and/or the member of the Company Group with respect to which the withholding obligation arises; provided that payment of such proceeds is then made to the Company and/or such member of the Company Group at such time as may be required by the Administrator, but in any event not later than the settlement of such sale; or

(vi)    in any combination of the foregoing.

(c)    With respect to any withholding taxes arising in connection with the RSUs, in the event Participant does not provide timely payment of all sums required pursuant to Section 2.2(b), the Company Group shall have the right, but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of Participant’s required payment obligation pursuant to Section 2.2(b)(iii) above. In the event any tax withholding obligation arising in connection with the RSUs will be satisfied under Section 2.2(b)(iii), then the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on Participant’s behalf a whole number of shares from those Shares then issuable to Participant pursuant to the RSUs as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation and to remit the proceeds of such sale to the Company and/or the member of the Company Group with respect to which the withholding obligation arises. Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this Section 2.2(c), including the transactions described in the previous sentence, as applicable.

(d)    For purposes of this RSU Agreement, Participant’s “Tax Liability” shall mean (i) all federal, state, local and foreign withholding or other taxes applicable to Participant’s taxable income, plus (ii) if permitted under the laws of the jurisdiction in which Participant resides, any liability of the Company Group for income tax, withholding tax and any social security contributions, payroll tax, fringe benefit tax, payment on account obligation or other employment related taxes in any jurisdiction, in each case that may arise as a result of (w) the grant, vesting or settlement of the RSU, (x) the issuance to Participant of Shares on the vesting or settlement of the RSU, (y) the disposition of any Shares that were the subject of the RSU, or (z) any other transactions contemplated by this RSU Agreement. To avoid negative accounting treatment, the Company shall withhold for the Tax Liability based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes (or such higher rate as may be determined by the Administrator, which higher rate may not exceed the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid the liability classification of the applicable award under generally accepted accounting principles in the United States of America), provided, that, such Shares shall be rounded up to the nearest whole Share to the extent rounding up to the nearest whole share does not result in the liability classification of the applicable Award under generally accepted accounting principles in the United States of America).

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2.3    Conditions to Issuance of Certificates. The Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (a) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed, (b) the completion of any registration or other qualification of the Shares under any state, federal or foreign law or under rulings or regulations of the U.S. Securities and Exchange Commission or other governmental regulatory body, which the Administrator shall, in its sole and absolute discretion, deem necessary and advisable, (c) the obtaining of any approval or other clearance from any state, federal or foreign governmental agency that the Administrator shall, in its absolute discretion, determine to be necessary or advisable, (d) the lapse of any such reasonable period of time following the date the RSUs vest as the Administrator may from time to time establish for reasons of administrative convenience, and (e) Participant’s satisfaction of his or her obligations under Section 2.2.

ARTICLE III

OTHER PROVISIONS

3.1    Tax Representations. Participant has reviewed with Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Grant Notice and this RSU Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own Tax Liability that may arise as a result of this investment or the transactions contemplated by this RSU Agreement.

3.2    RSUs Not Transferable. None of the Award and the rights conveyed hereunder, including the right to receive Shares upon the vesting of the RSUs, or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.

3.3    Rights as Shareholder. Neither Participant nor any person claiming under or through Participant shall have any of the rights or privileges of a shareholder of the Company in respect of any Shares issuable hereunder unless and until certificates representing such Shares (which may be in uncertificated form) will have been issued and recorded on the books and records of the Company or its transfer agents or registrars, and delivered to Participant (including through electronic delivery to a brokerage account). After such issuance, recordation and delivery, Participant shall have all the rights of a shareholder of the Company, including with respect to the right to vote the Shares and the right to receive any cash or share dividends or other distributions paid to or made with respect to the Shares.

3.4    Not a Contract of Employment. Notwithstanding any other provision of this RSU Agreement or the Plan:

(a)    The Plan shall not form part of any contract of employment between the Company Group and Participant, and neither the grant of RSUs nor any provision of this RSU Agreement, the Plan or the policies adopted pursuant to the Plan confer upon Participant any right with respect to employment or service or continuation of current employment or service and shall not be interpreted to form an employment contract or relationship with the Company or any Subsidiary or affiliate;

(b)    Unless expressly so provided in his or her contract of employment, Participant has no right or entitlement to be granted an Award or any expectation that an Award might be made to him or her, whether subject to any conditions or at all;

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(c)    The benefit to Participant of participation in the Plan (including, in particular but not by way of limitation, any Awards held by him or her) shall not form any part of his or her remuneration or count as his remuneration for any purpose and shall not be pensionable;

(d)    The rights or opportunity granted to Participant on the making of an Award shall not give Participant any rights or additional rights, and if Participant ceases to be employed by the Company Group, Participant shall not be entitled to compensation for the loss of any right or benefit or prospective right or benefit under the Plan (including, in particular but not by way of limitation, any Awards held by him or her which lapse by reason of his ceasing to be employed by the Company Group) whether by way of damages for unfair dismissal, wrongful dismissal, breach of contract or otherwise;

(e)    The rights or opportunity granted to Participant on the making of an Award shall not give Participant any rights or additional rights in respect of any pension scheme operated by the Company Group;

(f)    Participant shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being unable to acquire or retain Shares, or any interest in Shares pursuant to an Award in consequence of the loss or termination of his office or employment with the Company Group for any reason whatsoever (whether or not the termination is ultimately held to be wrongful or unfair);

(g)    The value of the Award is outside the scope of Participant’s employment contract, if any;

(h)    The value of the Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(i)    No claim or entitlement to compensation or damages arises if the Award or the Shares issued pursuant to the Award do not increase in value and Participant irrevocably releases the Company Group, their affiliates and third party vendors from any such claim that does arise; and

(j)    By accepting the grant of the Award and not renouncing it, Participant is deemed to have agreed to the provisions of this Section 3.4.

3.5    Governing Law and Jurisdiction. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this RSU Agreement regardless of the law that might be applied under principles of conflicts of laws. The courts of the State of California shall have jurisdiction to settle any dispute which may arise out of, or in connection with, the Plan. The jurisdiction agreement contained in this Section 3.5 is made for the benefit of the Company and its Parents and Subsidiaries only, which accordingly retains the right to bring proceedings in any other court of competent jurisdiction. By accepting the grant of an Award and not renouncing it, Participant is deemed to have agreed to submit to such jurisdiction.

3.6    Conformity to Securities Laws. Participant acknowledges that the Plan and this RSU Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated thereunder by the U.S. Securities and Exchange Commission, including, without limitation, Rule 16b-3 under the Exchange Act. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Award is granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this RSU Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

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3.7    Notices. Notices required or permitted hereunder shall be given in writing and shall be deemed effectively given when sent via email or upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to Participant to his or her address shown in the Company records, and to the Company at its principal executive office. Notices required or permitted hereunder shall be given in writing and shall be deemed effectively given when sent via email or upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to Participant to his or her address shown in the Company records, and to the Company at its principal executive office. By a notice given pursuant to this Section 3.7, either party may hereafter designate a different address for notices to be given to that party.

3.8    Successors and Assigns. The Company may assign any of its rights under this RSU Agreement to single or multiple assignees, and this RSU Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this RSU Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.

3.9    Section 409A. This RSU Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the amounts payable hereunder shall be paid no later than the later of: (i) the fifteenth (15th) day of the third month following Participant’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this RSU Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any other provision of the Plan, this RSU Agreement and the Grant Notice, if at any time the Administrator determines that this Award (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, this RSU Agreement or the Grant Notice, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate for this Award either to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that Participant may be eligible to receive under this RSU Agreement shall be treated as a separate and distinct payment.

3.10    Data Protection. It shall be a term and condition of this Award that Participant explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of Participant’s personal “Data” (as defined below) by and among, as applicable, the Company Group for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. The Company Group holds certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, e-mail address, date of birth, employee identification number, NRIC or passport number or equivalent, salary, nationality, job title, any Shares or directorships held in the Company, details of all options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). Data will be transferred to such stock plan service providers as may be selected by the Company which are assisting the Company with the implementation, administration and management of the Plan. The recipients of the Data may be located in the United States

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of America or elsewhere (and, if Participant is a resident of a member state of the European Union, may be outside the European Economic Area) and that the recipient’s country (e.g., the United States of America) may have different data privacy laws and protections than Participant’s country. Participant may request a list with the names and addresses of all recipients of the Data by contacting his or her local human resources representative. The Company Group and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Participant’s participation in the Plan. Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. The Company may also make the Data available to public authorities where required under locally applicable law. Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Participant’s local human resources representative. Participant’s refusal to provide consent or withdrawal of consent may affect Participant’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, Participant may contact his or her U.S. human resources representative. This Section applies to information held, used or disclosed in any medium.

3.11    Forfeiture and Claw-Back Provisions. Participant hereby acknowledges and agrees that the Award is subject to the provisions of Section 22 of the Plan.

3.12    Broker-Assisted Sales. In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 2.2(b)(iii) or (v): (a) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation arises or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company or its Subsidiary with respect to which the tax withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Subsidiary’s tax withholding obligation.

3.13    Language. If Participant has have received this RSU Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

3.14    Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

3.15    Insider Trading Restrictions/Market Abuse Laws. Participant acknowledges that, depending on his or her country of residence, Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect his or her ability to acquire or sell Shares or rights to Shares under the Plan during such times when Participant is considered to have “inside information” regarding the

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Company (as defined by the laws in Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant further acknowledges that it is Participant’s responsibility to comply with any applicable restrictions, and Participant is advised to speak to his or her personal advisor on this matter.

3.16    Additional Terms for Participants Providing Services Outside the United States. To the extent Participant provides services to the Company in a country other than the United States, the RSUs shall be subject to such additional or substitute terms as shall be set forth for such country in Exhibit C to the Grant Notice. If Participant relocates to one of the countries included in Exhibit C during the life of the RSUs, the special provisions for such country shall apply to Participant, to the extent the Company determines that the application of such provisions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. In addition, the Company reserves the right to impose other requirements on the RSUs and the Shares issued upon vesting of the RSUs, to the extent the Company determines it is necessary or advisable in order to comply with local laws or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

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EXHIBIT B

TO RESTRICTED STOCK UNIT AWARD GRANT NOTICE

VESTING SCHEDULE

☐    Twenty-five percent (25%) of the RSUs shall vest on each of the first, second, third and fourth anniversaries of the Vesting Commencement Date, subject to Participant’s continued service as a Service Provider on each such date, so that all of the RSUs shall be vested four (4) years after the original Vesting Commencement Date.

☐ Other:                                                                                                                                                                                                                           

EXHIBIT C

TO RESTRICTED STOCK UNIT AWARD GRANT NOTICE

This Exhibit C includes special terms and conditions applicable to Participants providing services to the Company in the countries below. These terms and conditions are in addition to those set forth in the RSU Agreement and the Plan and to the extent there are any inconsistencies between these terms and conditions and those set forth in the RSU Agreement and the Plan, as applicable, these terms and conditions shall prevail. Any capitalized term used in this Exhibit C without definition shall have the meaning ascribed to such term in the Plan or the RSU Agreement, as applicable.

Participant is advised to seek appropriate professional advice as to how the relevant exchange control and tax laws in Participant’s country may apply to Participant’s individual situation.

ALL COUNTRIES

Insider Trading Restrictions/Market Abuse Laws. Participant acknowledges that, depending on his or her country of residence, Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect Participant’s ability to acquire or sell Shares or rights to Shares (e.g., RSUs) under the Plan during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws in Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant acknowledges that it is his or her responsibility to comply with any applicable restrictions, and Participant is advised to speak to his or her personal advisor on this matter.

AUSTRALIA

Eligible Participants. Notwithstanding anything to the contrary in the Plan or this RSU Agreement, in Australia, the only people who are eligible to be granted RSUs are full-time or part-time employees (including an executive director) of the Company or any Parent or Subsidiaries, non-executive directors, contractors, casual employees who are, or might reasonably be expected to be, engaged to work the number of hours that are the pro-rata equivalent of forty percent (40%) or more of a comparable full-time position with the body or prospective participants (provided the recipient can only accept the offer if an arrangement has been entered into that will result in the person becoming a person referred to above). Other persons who are not employees are not eligible to receive RSUs in Australia. This RSU Agreement forms the rules of the employee share scheme applicable to, amongst others, the Australia-based employees of the Company and any Parent or Subsidiaries.

General product risk warning. In considering the RSUs and the Shares that Participant will hold on vesting of the RSUs, Participant should consider the risk factors that could affect the performance of the Company. Participant should be aware that there are risks associated with any stock market investment. It is important to recognize that stock prices and dividends might fall or rise. Factors affecting the market price include domestic and international economic conditions and outlook, changes in government fiscal, monetary and regulatory policies, changes in interest rates and inflation rates, the announcement of new technologies and variations in general market conditions and/or market conditions which are specific to a particular industry. In addition, share prices of many companies are affected by factors which might be unrelated to the operating performance of the relevant company. Such factors might adversely affect the market price of the Shares. Further, there is no guarantee that the Company’s Shares will trade at a particular volume or that there will be an ongoing liquid market for the Shares, accordingly there is a risk that, should the market for the Shares become illiquid, Participant will be unable to realize Participant’s investment.

Advice warning. Any advice given by the Company in relation to the RSUs, this RSU Agreement and the Plan does not constitute financial advice and does not take into account Participant’s objectives, financial situation and needs. Participant should carefully consider these risks in light of Participant’s investment objectives, financial situation and particular needs (including financial and tax issues) and seek professional guidance from Participant’s stockbroker, solicitor, accountant, financial adviser or other independent professional adviser before deciding whether to invest in Shares.

Calculating values in Australian dollars. Participant may be paid earned RSUs which have been vested in accordance with the vesting schedule outlined in Exhibit B in accordance with the terms of the Plan by delivery of Shares with a par value of $0.001 U.S. dollars (“USD”) or the payment of cash of an amount equal to the Fair Market Value of those Shares (or a combination of both). Participant will not be required to pay any amount for the payment of earned RSUs.

Participant can ascertain the market price of a Share in USD from time to time by visiting the NASDAQ website and completing a price search.

To determine the par value or the Fair Market Value of a Share in Australian Dollars (“AUD”), Participant will need to apply the prevailing USD : AUD exchange rate. For example, if the exchange rate is 1 USD : 1.5 AUD, and one Share has a value of USD $1 on the NASDAQ, its equivalent value will be AUD $1.50.

Special Tax Provisions. Subdivision 83A-C of the Income Tax Assessment Act 1997 (Commonwealth of Australia) applies to RSUs granted under the Plan, subject to the requirements of that Act.

CANADA

Language Consent. If Participant is a resident of Quebec, the following provision will apply to Participant:

The parties acknowledge that it is their express wish that the RSU Agreement and the Plan, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Consentement relatif à la langue utilisée. Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.

Payment upon Termination of Service. The following provision supplements Section 9(e) of the Plan:

For purposes of this Plan, Participant will be deemed to have experienced a termination of Participant’s relationship as a Service Provider effective as of the date that is the earlier of (a) the date on which Participant receives a notice of termination of employment from the Company or any Subsidiary, or (b) the date on which Participant is no longer employed, regardless of any notice period or period of pay in lieu of such notice required under local law; the Administrator shall have the exclusive discretion to determine when Participant is no longer employed for purposes of the Plan.

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Data Protection. In addition to the provisions of Section 3.10 of the RSU Agreement, Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. Participant further authorizes the Company Group and the administrator of the Plan to disclose and discuss the Plan with his or her advisors. Participant further authorizes the Company Group and the Administrator to record such information and to keep such information in Participant’s employee file.

Securities Law Information. Participant understands that Participant is permitted to sell Shares acquired pursuant to the Plan through the designated broker appointed under the Plan, if any, provided the sale of the Shares acquired pursuant to the Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed.

Foreign Asset/Account Reporting Information. If Participant is a Canadian resident, Participant may be required to report his or her foreign property on form T1135 (Foreign Income Verification Statement) if the total cost of the foreign property exceeds a certain threshold at any time in the year. Foreign property includes Shares acquired under the Plan. The Shares must be reported—generally at a nil cost--if the cost threshold is exceeded because of other foreign property Participant holds. If Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Shares. The ACB ordinarily would equal the fair market value of the Shares at the time of acquisition, but if Participant owns other Shares, this ACB may have to be leveraged with the ACB of the other Shares. The form T1135 generally must be filed by April 30 of the following year. Participant should consult with his or her personal advisor to ensure compliance with the applicable reporting requirements.

CHINA

Settlement of RSUs and Sale of Shares. The following provisions supplement Sections 2.1(c), 2.2 and 3.12 of the RSU Agreement and supersede such provisions to the extent inconsistent with the following:

Notwithstanding Section 2.1(c) of the RSU Agreement, the Company may settle vested RSUs in cash in an amount equal to the Fair Market Value of one Share for each vested RSU, as determined by the Administrator, in which case Participant shall have no right to any Shares under the RSUs. Any such cash payment shall be made by Participant’s local employer, less any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to Participant’s participation in the Plan.    

If the Administrator settles vested RSUs in the form of Shares, such settlement will be conditioned upon the Company securing all necessary approvals from the China State Administration of Foreign Exchange (“SAFE”) and the requirements of such approval. Participant understands that Participant may be required to sell such Shares immediately upon vesting or within a specified period following termination of employment and will be required to hold such Shares with the Company’s designated brokerage firm until the Shares are sold. Further, Participant understands that Participant may be required to immediately repatriate to China proceeds from the sale of any Shares acquired under the Plan (and any dividends) and there may be delays in distributing the funds to Participant due to exchange control requirements in China. Participant understands that the Company is authorized to instruct its designated broker to assist with any mandatory sale of such Shares (on Participant’s behalf pursuant to this authorization) and Participant expressly authorizes the Company’s designated broker to complete the sale of such Shares. Participant acknowledges that the Company’s designated broker will be under no obligation to arrange for the sale of the Shares at any particular price. The remittance, conversion and payment of the proceeds shall be made in accordance with the procedures adopted by the Company in order to comply with SAFE regulations and accordingly, may be subject to change from time to time. If the proceeds are paid in local currency, Participant acknowledges that the Company will be under no obligation to secure any particular exchange conversion rate. Participant agrees to bear any currency fluctuation risk between the time the Shares are

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sold and the net proceeds are distributed to Participant. Participant further agrees to comply with all requirements that may be imposed by the Company in the future with respect to the RSUs and issuance of Shares to facilitate compliance with applicable law and regulations in China.

DENMARK

Stock Option Act. Participant acknowledges that Participant received the Employer Statement in Danish in accordance with the Danish Stock Option Act, as amended effective January 1, 2019.

FRANCE

Consent to Receive Information in English. By accepting the RSU Agreement providing for the terms and conditions of Participant’s Award, Participant confirms having read and understood the documents relating to this Award (the Plan and this RSU Agreement) which were provided in English language. Participant accepts the terms of those documents accordingly.

En acceptant le Contrat d’Attribution décrivant les termes et conditions de l’attribution, le Participant confirme ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan U.S. et ce Contrat d’Attribution) qui ont été communiqués en langue anglaise. Le Participant accepte les termes en connaissance de cause.

Securities Laws. The Plan and this RSU Agreement do not require a prospectus to be submitted for approval to the French Financial Market Authority (the “Autorité des marchés financiers”). Persons or entities referred to in Point 2°, Section II of Article L. 411-2 of the French Monetary and Financial Code may take part in the Plan solely for their own account, as provided in Articles D. 411-1, D. 411-2, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the French Monetary and Financial Code. The financial instruments purchased under the Plan cannot be distributed directly or indirectly to the public otherwise than in accordance with Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the French Monetary and Financial Code.

Tax Consequences. Any tax consequences arising from the vesting or distribution or otherwise pursuant to an Award shall be borne solely by Participant (including, without limitation, Participant’s individual income tax and Participant’s social security contributions, if applicable). The Company Group shall be entitled to (a) withhold Participant’s social security contributions and individual income tax (if required) according to the requirements under applicable laws, rules and regulations, including withholding taxes at source and (b) report the income and requested details in respect of any award to the competent tax and social security authorities. Furthermore, Participant shall agree to indemnify the Company Group and hold them harmless against and from any and all liability for any such tax or other payment or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to Participant. RSUs and this RSU Agreement are not intended to qualify for the favourable tax and social security treatment in France applicable to restricted stock units granted under Sections L. 225-197-1 to L. 225-197-6 of the French Commercial Code. Should Participant be in any doubt as to the contents of the offer of this Award or what course of action to take in relation to the offer, Participant is recommended to seek immediately his or her own personal financial advice from his or her stockbroker, bank manager, solicitor, accountant or other independent financial advisor duly authorized by the competent authorities or bodies.

GERMANY

Control of Plan. For the avoidance of doubt, the Plan shall only control unless otherwise stipulated in this Section.

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Definition of Disability. The definition of “Disability” for purposes of the Award and the Plan shall, for the avoidance of doubt, be interpreted as understood and interpreted by German law.

Definition of Service Provider. The definition of Service Provider shall, for the avoidance of doubt, include the legal representatives of the German employer of Participant.

Eligible Service Provider. The Company’s discretion to award rights under the Plan to eligible Service Providers shall be exercised in a way complying with German law, in particular with the labor law principle of equal treatment (arbeitsrechtlicher Gleichbehandlungsgrundsatz) and with the prohibition of discrimination (Diskriminierungsverbot).

Leaves of Absences. The Company’s discretion to grant awards under the Plan shall be exercised in a manner complying with German law, in particular with the labor law principle of equal treatment (arbeitsrechtlicher Gleichbehandlungsgrundsatz) and with the prohibition of discrimination (Diskriminierungsverbot). For the avoidance of doubt, any sick leave or other leave of absence as used in the Plan shall be interpreted and applied as compliant with German law.

Clawback. For the avoidance of doubt, any clawback shall only be made as permitted under German law requisites.

Remedies. For the avoidance of doubt, remedies shall only be claimed as permitted under German law requisites.

No Legal Claim. Participant acknowledges and agrees that the Award is a voluntary one-time benefit, and that Participant does not have a legal claim for further grants.

Board, Administrator and Committee Discretion and Decisions. The discretion of the Administrator under the Plan, the RSU Agreement and this Section, including their interpretation, shall always be exercised reasonably (nach billigem Ermessen) as defined under German law.

Consent to Personal Data Processing and Transfer. The following provisions shall apply in lieu of Section 3.10 of the RSU Agreement:

It shall be a term and condition of each award under the Plan that Participant acknowledges and consents to the collection, use, processing and transfer of personal data as described below. The Company, (all together, the “Company Entities”), hold certain personal information, including Participant’s name, home address and telephone number, date of birth, social security number or other employee tax identification number, employment history and status, salary, nationality, job title, and any equity compensation grants awarded, cancelled, purchased, vested, unvested or outstanding in Participant’s favor, for the only purpose of managing and administering the Plan (“Data”). The Company Entities will transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. The Company Entities may also make the Data available to public authorities where required under locally applicable law. These recipients may be located in the United States, the European Economic Area, or elsewhere, which Participant separately and expressly consents to, accepting that outside the European Economic Area, data protection laws may not be as protective as within. The third parties currently assisting the Company in the implementation, administration and management of the Plan are the following: However, from time to time, the Company Entities may retain additional or different third parties for any of the purposes mentioned on which the Company will inform Participant and seek the additional consent of Participant. Participant hereby authorizes the Company Entities to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and

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managing participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan on behalf of Participant to a third party with whom Participant may have elected to have payment made pursuant to the Plan. Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company through its local Human Resources Director; however, withdrawing the consent may affect Participant’s ability to participate in the Plan and receive the benefits under the RSU Agreement. Data will only be held as long as necessary to implement, administer and manage Participant’s participation in the Plan and any subsequent claims or rights.

Taxes and Other Withholding. For the avoidance of doubt, any withholding and payment obligations under the Plan and the RSU Agreement shall be made by the relevant member of the Company Group employing Participant when due and any taxes should always include German social security contributions (including Participant’s portion) and mandatory withholding and pay obligations in accordance with German law.

Tax Consequences. Any tax consequences arising from the vesting or distribution or otherwise pursuant to an Award shall be borne solely by Participant (including, without limitation, Participant’s individual income tax and Participant’s social security contributions, if applicable). The Company Group shall be entitled to (a) withhold Participant’s social security contributions and individual income tax (if required) according to the requirements under applicable laws, rules and regulations, including withholding taxes at source and (b) report the income and requested details in respect of any award to the competent tax and social security authorities. Furthermore, Participant shall agree to indemnify the Company Group and hold them harmless against and from any and all liability for any such tax or other payment or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to Participant.

HONG KONG

Sale of Shares. In the event the RSUs vest within six (6) months of the Grant Date, Participant agrees not to sell any Shares acquired upon vesting of the RSUs prior to the six-month anniversary of the Grant Date.

Securities Warning. The grant of the RSUs and the issuance of Shares upon vesting do not constitute a public offer of securities under Hong Kong law and are available only to eligible Service Providers. The Plan, this RSU Agreement, and other incidental communication materials that Participant may receive have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under applicable securities laws in Hong Kong. Furthermore, none of the documents relating to the Plan have been reviewed by any regulatory authority in Hong Kong. Participant is advised to exercise caution in relation to the offer. If a Participant is in any doubt about any of the contents of the Plan, this RSU Agreement, any enrollment forms and other communication materials, Participant should obtain independent professional advice.

Nature of Scheme. The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance.

INDIA

Exchange Control Information. Participant must repatriate any funds received pursuant to the Plan (e.g., proceeds from the sale of Shares, dividends) to India within 90 days of receipt. Participant should obtain evidence of the repatriation of funds in the form of a foreign inward remittance certificate (“FIRC”) from the bank where Participant deposits the foreign currency. Participant should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the employer requests proof of repatriation.

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Notification Regarding Valuation of Shares for Tax Purposes. Current tax laws in India require that the value of the Shares be determined by a category 1 merchant banker registered with the Securities and Exchange Board of India. This value, which the employer will use for purposes of determining the appropriate amount of tax to withhold upon vesting of the RSU (or upon any other applicable taxable event), may differ from the market value of the Shares indicated on reports provided to Participant by the Company’s designated brokerage firm and/or the fair market value of the Shares determined under the Plan definition. Participant should consult with his or her personal tax advisor regarding the valuation of the Shares and the taxation of the RSU.

Foreign Asset/Account Reporting Information. Participant is required to declare any foreign bank accounts and assets (including Shares acquired under the Plan) on his or her annual tax return. Participant should consult with his or her personal tax advisor to determine Participant’s reporting requirements.

IRELAND

Retirement. In relation to Awards of RSUs granted to employees working under Irish contracts of employment the Administrator shall not exercise discretion to allow payments of RSUs on the termination of the Holder’s relationship as a Service Provider where that termination arises in the context of the Holder’s retirement.

Forfeiture and Clawback. The Administrator shall apply the provisions of Rule 21 to participants in Ireland in accordance with Applicable Law.

Data Privacy. The following provision shall apply in place of Section 3.10 of the RSU Agreement. A data privacy notice is available from the Irish employer in relation to the handling and processing of data in connection with the operation of the Plan and this RSU Agreement.

ITALY

Plan Document Acknowledgment. In accepting the grant of RSUs, Participant acknowledges that Participant has received a copy of the Plan and the RSU Agreement and has reviewed the Plan and the RSU Agreement in their entirety and fully understands and accepts all provisions of the Plan and the RSU Agreement. Participant further acknowledges that Participant has read and specifically and expressly approves the following sections of the RSU Agreement: Section 2.1(b) (Vesting), Section 2.2 (Tax Indemnity), Section 2.3 (Conditions to Issuance of Certificates), Article III (Other Provisions), and Exhibit B (Vesting Schedule).

Securities Laws. The offer and settlement of the RSUs do not require a prospectus to be submitted for approval to the Italian Securities and Exchange Commission (the “Commissione Nazionale per le Società e la Borsa” or “CONSOB”).

Data Protection. The following provision shall apply in place of Section 3.10 of the RSU Agreement.

It shall be a term and condition of this Award that Participant acknowledges that the processing, collection, use and transfer, in electronic or other form, of Participant’s personal “Data” (as defined below) by and among, as applicable, the Company Group is necessary for the purpose of implementing, administering and managing Participant’s participation in the Plan, and in any case Participant explicitly

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and unambiguously consents to it. The Company Group may hold certain personal information about Participant – as necessary for the above purposes - including, but not limited to, Participant’s name, home address and telephone number, e-mail address, date of birth, employee identification number, NRIC or passport number or equivalent, salary, nationality, job title, any Shares or directorships held in the Company Group, details of all options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). Data will not be disclosed and may only be communicated or transferred to such stock plan service providers as may be selected by the Company Group which are assisting the Company Group with the implementation, administration and management of the Plan. The recipients of the Data may be located in the United States of America or elsewhere (and, if Participant is a resident of a member state of the European Union, may be outside the European Economic Area) and the recipient’s country (e.g., the United States of America) may have different data privacy laws and protections than Participant’s country. Where the Data will be transferred any applicable statutory obligations relevant to personal data transfers will be taken into account and, where there is not an European Commission (EC) adequacy decision in place, appropriate safeguards pursuant to Article 46 of the GDPR will be in place. Participant may request a list with the names and addresses of all recipients of the Data, as well as more details on the above safeguards, by contacting Participant’s local human resources representative. Participant authorizes the Company Group and any other possible recipients which may assist the Company Group (currently or in the future) with implementing, administering and managing the Plan to process, receive, possess, use, retain and transfer the Data, in electronic or other form which can, in any case, guarantee their security and prevent unauthorized access thereto, for the purposes of implementing, administering and managing Participant’s participation in the Plan. Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. The Company Group may also make the Data available to public authorities where required under locally applicable law. Participant may, at any time, exercise the rights granted to Participant by the GDPR including the right to: view/access to Data; request additional information about the storage and processing of Data; require any necessary amendments to Data or refuse or withdraw the consents herein; obtain confirmation as to whether or not Data relating to Participant exists; know the source of the Data, the logic and the purposes underlying the processing; obtain the erasure, the transformation into an anonymous form or the blocking of the data which have been processed unlawfully, the updating, the rectification or the completion of the data; object, on legitimate grounds, to the processing of Data relating to Participant; obtain the Data portability; lodge a complaint before the local Data Protection Authority. The above rights can be exercised, in any case without cost, by contacting in writing Participant’s local human resources representative. Participant understands that the processing of Participant’s Data is necessary and Participant’s refusal to provide the Data may affect Participant’s ability to participate in the Plan. For more information on processing of Participant’s Data, Participant may contact Participant’s U.S. or local human resources representative. This Section applies to information held, used or disclosed in any medium. The controller of personal data processing is Xperi Inc. (located at 2190 Gold St., San Jose, California 95002, and its telephone number at that location is (408) 519-9100. The relevant local representative is Participant’s employer.

JAPAN

No Registration. An award of RSUs representing a right to receive a number of Shares under the Plan will be offered in Japan by a private placement to small number of subscribers (shoninzu muke kanyu), as provided under Article 23-13, Paragraph 4 of the Financial Instruments and Exchange Law of Japan (“FIEL”), and accordingly, the filing of a securities registration statement pursuant to Article 4, Paragraph 1 of the FIEL has not been made, and such Award may not be assigned or transferred by Participant.

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LATVIA

Consent to Personal Data Processing and Transfer. The following provisions shall apply in lieu of Section 3.10 of the RSU Agreement:

It shall be a term and condition of this Award that Participant acknowledges and consents to the collection, use, processing and transfer of personal data as described below. The Company Group holds certain personal information, including Participant’s name, home address and telephone number, date of birth, social security number or other employee tax identification number, employment history and status, salary, nationality, job title, and any equity compensation grants awarded, cancelled, purchased, vested, unvested or outstanding in Participant’s favor, for the only purpose of managing and administering the Plan (“Data”). The Company Group will transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. The Company Group may also make the Data available to public authorities where required under locally applicable law. These recipients may be located in the United States, the European Economic Area, or elsewhere, which Participant separately and expressly consents to, accepting that outside the European Economic Area, data protection laws may not be as protective as within. The third party currently assisting the Company in the implementation, administration and management of the Plan is E*TRADE Financial Corporate Services, Inc. However, from time to time, the Company Group may retain additional or different third parties for any of the purposes mentioned. Participant hereby authorizes the Company Group to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan on behalf of Participant to a third party with whom Participant may have elected to have payment made pursuant to the Plan. Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company through its local Human Resources Director; however, withdrawing the consent may affect Participant’s ability to participate in the Plan and receive the benefits under the RSU Agreement. Data will only be held as long as necessary to implement, administer and manage Participant’s participation in the Plan and any subsequent claims or rights.

MEXICO

Acknowledgment of the Agreement. By participating in the Plan, Participant acknowledges that Participant has received a copy of the Plan, has reviewed the Plan in its entirety and fully understands and accepts all provisions of the Plan. Participant further acknowledges that Participant has read and expressly approves the terms and conditions set forth in the RSU Agreement, in which the following is clearly described and established: (a) Participant’s participation in the Plan does not constitute an acquired right; (b) the Plan and Participant’s participation in the Plan are offered by the Company on a wholly discretionary basis; (c) Participant’s participation in the Plan is voluntary; and (d) the Company and its Subsidiaries are not responsible for any decrease in the value of the underlying shares.

Reconocimiento del Contrato. Al participar en el Plan, usted reconoce que ha recibido una copia del Plan, que ha revisado el Plan en su totalidad, y que entiende y acepta en su totalidad, todas y cada una de las disposiciones del Plan. Asimismo reconoce que ha leído y aprueba expresamente los términos y condiciones señalados en el párrafo titulado “RSU Agreement,” en lo que claramente se describe y establece lo siguiente: (i) su participación en el Plan no constituye un derecho adquirido; (ii) el Plan y su participación en el Plan son ofrecidos por la Compañía sobre una base completamente discrecional; (iii) su participación en el Plan es voluntaria; y (iv) la Compañía y sus Afiliadas no son responsables de ninguna por la disminución en el valor de las Acciones subyacentes.

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Labor Law Policy and Acknowledgment. By participating in the Plan, Participant expressly recognizes that Xperi Inc., with registered offices at 2190 Gold St., San Jose, California 95002, USA, is solely responsible for the administration of the Plan and that Participant’s participation in the Plan and acquisition of shares does not constitute an employment relationship between Participant and the Company since Participant is participating in the Plan on a wholly commercial basis. Based on the foregoing, Participant expressly recognizes that the Plan and the benefits that Participant may derive from participation in the Plan do not establish any rights between Participant and the Company and do not form part of the employment conditions and/or benefits provided by the Company and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of Participant’s employment.

Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue Participant’s participation at any time without any liability to Participant.

Finally, Participant hereby declares that Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and Participant therefore grants a full and broad release to the Company, its Subsidiaries, branches, representation offices, its shareholders, officers, agents or legal representatives with respect to any claim that may arise.

Política de Legislación Laboral y Reconocimiento. Al participar en el Plan, usted reconoce expresamente que Xperi Inc., con oficinas registradas en 2190 Gold St., San Jose, California 95002, Estados Unidos de América, es la única responsable por la administración del Plan, y que su participación en el Plan, así como la adquisición de las Acciones, no constituye una relación laboral entre usted y la Compañía, debido a que usted participa en el plan sobre una base completamente mercantil. Con base en lo anterior, usted reconoce expresamente que el Plan y los beneficios que pudiera obtener por su participación en el Plan, no establecen derecho alguno entre usted y la Compañía, y no forman parte de las condiciones y/o prestaciones laborales que la Compañía ofrece, y que las modificaciones al Plan o su terminación, no constituirán un cambio ni afectarán los términos y condiciones de su relación laboral.

Asimismo usted entiende que su participación en el Plan es el resultado de una decisión unilateral y discrecional de la Compañía; por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o suspender su participación en cualquier momento, sin que usted incurra en responsabilidad alguna.

Finalmente, usted declara que no se reserva acción o derecho alguno para interponer reclamación alguna en contra de la Compañía, por concepto de compensación o daños relacionados con cualquier disposición del Plan o de los beneficios derivados del Plan, y por lo tanto, usted libera total y ampliamente de toda responsabilidad a la Compañía, a sus Afiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, con respecto a cualquier reclamación que pudiera surgir.

NORWAY

Data Protection. The following provision shall apply in place of Section 3.10 of the RSU Agreement.

The Company Group will process Participant’s personal data to the extent that this is necessary to fulfil the RSU Agreement and implement, administer and manage Participant’s participation in the Plan. The legal grounds for such processing is in part GDPR article 6 nr. 1 c), as the processing is necessary to fulfil an agreement with Participant, and in part GDPR article 6 nr. 1 f) as the processing is necessary for fulfilling the legitimate interest of Participant in participating in the Plan and the Company Group’s interest

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in offering Participant participation in the Plan. The Company Group’s processing of personal data is a contractual requirement for participating in the Plan. The Company Group holds certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, e-mail address, date of birth, employee identification number, NRIC or passport number or equivalent, salary, nationality, job title, any Shares or directorships held in the Company, details of all options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”).

The Data is collected from: the Company or Participant’s local employer.

Data will be transferred to such stock plan service providers as may be selected by the Company which are assisting the Company with the implementation, administration and management of the Plan. The recipients of the Data may be located in the United States of America or elsewhere (and, if Participant is a resident of a member state of the European Union, may be outside the European Economic Area) and that the recipient’s country (e.g., the United States of America) may have different data privacy laws and protections than Participant’s country. When transferring Data outside of the EEA, the Company Group will ensure that Participant’s Data is secured in an adequate manner either by making use of EEA approved data transfer agreements with the recipients, by ensuring that the recipients are subject to EEA approved certification mechanisms or having in place other legal safeguards. Participant can receive more information on the transfer of Data outside of the EEA and the safeguards Company Group has in place by contacting Participant’s local human resources department.

Participant may request a list with the names and addresses of all recipients of the Data by contacting his or her local human resources representative.

Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. The Company may also make the Data available to public authorities where required under locally applicable law. Participant may, at any time, request access to a copy of Data, request additional information about the storage and processing of Data, require any necessary amendments to and deletion of Data, have Data restricted from processing, to receive or have Data transferred to another party in a machine-readable format, or object to the processing of data or withdraw any consents provided, in any case without cost, by contacting in writing Participant’s local human resources representative.

This Section applies to information held, used or disclosed in any medium. If Participant has any concerns about the Company Group’s processing of Data, Participant is entitled to lodge a complaint to the supervisory authority (Datatilsynet).

POLAND

Foreign Asset/Account Reporting Information. If a Participant maintains bank or brokerage accounts holding cash and foreign securities (including Shares) outside of Poland, (or holds other qualifying foreign assets or liabilities) Participant will be required to report information to the National Bank of Poland on foreign assets and liabilities if the value of such cash and securities (together with other qualifying foreign assets or liabilities) exceeds equivalent of PLN 7,000,000. If required, such reports must be filed on a quarterly basis, within 26 days following the end of each calendar quarter, on special forms available on the website of the National Bank of Poland.

Exchange Control Information. A transfer of funds in excess of 15,000 euro or its equivalent in other countries into Poland must be made through a bank account in Poland. Participants are required to store all documents connected with any foreign exchange transactions for a period of five years from the end of the year in which such transaction occurred.

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ROMANIA

Exchange Control Information. Under Romanian Foreign Exchange Regulations, Participant is not required to seek authorization from the National Bank of Romania to participate in the Plan. Further, Participant is not required to seek special authorization from the National Bank of Romania in order to open or operate a foreign bank account, nor is Participant required to repatriate income Participant receives upon the sale of Shares. If Participant deposits the proceeds from the sale of Shares in a bank account in Romania, Participant may have to provide the Romanian bank with appropriate documentation regarding the receipt of the income.

SINGAPORE

Securities Law Information. The award of RSUs representing a right to receive a number of Shares pursuant to the Plan is being made in reliance of Section 273(1)(f) of the Securities and Futures Act (Cap. 289 of Singapore) (“SFA”) for which it is exempt from the prospectus requirements under the SFA.

Director / CEO Notification Obligation. If Participant is a director or chief executive officer (as applicable) of a company incorporated in Singapore which is related to the Company (“Singapore Company”), Participant is subject to certain disclosure/notification requirements under the Companies Act (Cap. 50) of Singapore. Among these requirements is an obligation to notify the Singapore Company in writing when Participant acquires an interest (such as shares, debentures, participatory interests, rights, options and contracts) in the Company (e.g., the RSUs, the Shares or any other award). In addition, Participant must notify the Singapore Company when Participant disposes of such interest in the Company (including when Participant sells Shares issued upon vesting and settlement of the Award). These notifications must be made within two days of acquiring or disposing of any such interest in the Company. In addition, a notification of Participant’s interests in the Company must be made within two (2) business days of becoming a director or chief executive officer (as applicable).

In this regard:

(a)    A “director” includes any person occupying the position of a director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors or the majority of the directors of a corporation are accustomed to act and an alternate or substitute director.

(b)    A “chief executive officer”, in relation to a company, means any one or more persons, by whatever name described, who:

(i)    is in direct employment of, or acting for or by arrangement with, the company; and

(ii)    is principally responsible for the management and conduct of the business of the company, or part of the business of the company, as the case may be.

(c)    The Singapore Company will be deemed to be related to the Company if the Singapore Company is:

(i)    the holding company of the Company;

(ii)    a subsidiary of the Company; or

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(iii)    a subsidiary of the holding company of the Company.

(d)    “Business day” means any day other than a Saturday, Sunday or public holiday in Singapore.

Tax Consequences. Participant agrees to indemnify and keep indemnified the Company, its Parent or any Subsidiary from and against any Tax Liability.

In the event that Participant should be granted an award under this RSU Agreement in connection with Participant’s employment in Singapore, any gains or profits enjoyed by Participant arising from the vesting of such RSUs will be taxable in Singapore as part of Participant’s employment remuneration regardless of when the RSUs vest or where Participant is at the time the RSUs vest. Participant may, however, be eligible to enjoy deferment of such taxes under incentive schemes operated by the Inland Revenue Authority of Singapore if the qualifying criteria relating thereto are met. Participant is advised to seek professional tax advice as to Participant’s tax liabilities including, to the extent Participant is a foreigner, how such gains or profits aforesaid will be taxed at the time Participant ceases to work in Singapore.

All taxes (including income tax) arising from the Award or the vesting of any RSUs hereunder shall be borne by Participant.

Where Participant is a non-citizen of Singapore and about to leave employment with the Employing Entity (as defined below), the Employing Entity may be required under the Income Tax Act (Cap. 134) of Singapore to deduct or withhold taxes arising from the vesting of the RSUs from Participant’s emoluments. An amount equal to the tax amount required to be deducted or withheld will have to be so deducted or withheld by the Employing Entity and paid to the Singapore tax authorities. Emoluments include income from gains or profits from any employment, which includes any wages, salary, leave pay, fee, commission, bonus, gratuity, perquisite or allowance (other than certain types of allowance) paid or granted in respect of the employment whether in money or otherwise, and any gains or profits, directly or indirectly, derived by any person from a right or benefit to acquire shares in any company where such right or benefit is obtained by reason of any office or employment held by him or her. “Employing Entity” shall mean the Company, a Singapore subsidiary of the Company, other affiliated company or any other person paying such emoluments, whether on his or her account or on behalf of another person.

SOUTH AFRICA

Exchange Control Notification. Participant may be subject to foreign asset declaration and/or reporting requirements as a result of the grant or vesting of the RSUs, the acquisition, holding and/or transfer of the Shares or cash (including the proceeds arising from the sale of the Shares) from Participant’s participation in the Plan and/or the opening and maintaining of a brokerage or bank account in connection with the Plan. In addition, proceeds from the sale of Shares may be required to be remitted to South Africa during a designated period in accordance with exchange control and other requirements in South Africa. Participant should consult Participant’s advisor with respect to such requirements.

Companies Act. The award of the RSUs (and any subsequent issue of Shares) is only being made available in South Africa to Participants who are employees or contractors of the Company (or any parent or subsidiary) and to whom this RSU grant notice is specifically addressed. Accordingly: (i) the award of RSUs and Shares are not an “offer to the public” as contemplated in the South African Companies Act, 2008 (the “Companies Act”); (ii) the information contained in this document does not, nor does it intend to, constitute a “registered prospectus” or an “advertisement” in relation to an “offer to the public”, as

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contemplated by the Companies Act and the South African Companies Regulations of 2011 (the “Companies Regulations”); and (iii) no prospectus has been filed with the South African Companies and Intellectual Property Commission (“CIPC”) in respect of the RSUs and Shares. As a result, this Notice and its exhibits do not comply with the substance and form requirements for a prospectus set out in the Companies Act and the Companies Regulations, and has not been approved by, and/or registered with, the CIPC.

Data Protection. The following provision shall apply in place of Section 3.10 of the RSU Agreement.

It shall be a term and condition of this Award that Participant explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of Participant’s personal “Data” (as defined below) by and among, as applicable, the Company Group for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. The Company Group holds certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, e-mail address, date of birth, employee identification number, NRIC or passport number or equivalent, salary, nationality, race, gender, job title, any Shares or directorships held in the Company, details of all options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). Data will be transferred to such stock plan service providers as may be selected by the Company which are assisting the Company with the implementation, administration and management of the Plan. The recipients of the Data may be located in the United States of America or elsewhere and that the recipient’s country (e.g., the United States of America) may have different data privacy laws and protections than Participant’s country. Participant may request a list with the names and addresses of all recipients of the Data by contacting his or her local human resources representative. The Company Group and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Participant’s participation in the Plan. Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan or such longer period as may be necessary for historical, statistical or research purposes. The Company may also make the Data available to public authorities where required under locally applicable law. Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Participant’s local human resources representative. Participant’s refusal to provide consent or withdrawal of consent may affect Participant’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, Participant may contact his or her U.S. human resources representative. This Section applies to information held, used or disclosed in any medium.

In addition, Participant hereby consents to Participant’s personal information being collected by the Company, as the responsible party and, in appropriate instances, transferred outside of South Africa. Participants are required to make their personal information available in order to participate in the Plan and failure to do so may result in them not being able to participate in the Plan. Data will be transferred to such stock plan service providers as may be selected by the Company which are assisting the Company with the implementation, administration and management of the Plan and Participant hereby agrees to such transfers. As provided above, Participant may contact in writing Participant’s local human resources representative. In addition, Participant has the right to lodge a complaint to the Information Regulator regarding alleged interference with the protection of Participant’s personal information.

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SOUTH KOREA

Exchange Control Information. To remit funds out of Korea to settle the RSUs by a cash-settlement method, Participant must obtain a confirmation of the remittance by a foreign exchange bank in Korea. This is an automatic procedure, (i.e., the bank does not need to approve the remittance and the process should not take more than a single day). Participant likely will need to present the bank processing the transaction supporting documentation evidencing the nature of the remittance.

If Participant realizes USD $500,000 or more from the sale of Shares, Korean exchange control laws require Participant to repatriate the proceeds to Korea within eighteen (18) months of the sale.

SWEDEN

Data Protection. The following provisions shall apply in lieu of Section 3.10 of the RSU Agreement:

Participant acknowledges that personal data will be collected, used, processed and transferred by and among, as applicable, the Company Group for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. The Company Group holds certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, e-mail address, date of birth, social security number, salary, nationality, job title, any Shares or directorships held in the Company, details of all options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). The legal basis for the processing of personal data is that the processing will be necessary in order to fulfil the agreement with Participant (i.e., the Plan). Data will be transferred to such stock plan service providers as may be selected by the Company which are assisting the Company with the implementation, administration and management of the Plan. The recipients of the Data may be located in the United States of America or elsewhere (and, if Participant is a resident of a member state of the European Union, may be outside the European Economic Area) and that the recipient’s country (e.g., the United States of America) may have different data privacy laws and protections than Participant’s country. In these cases, the Company will put in place appropriate safeguards to protect Data in connection with the transfer. Participant may request a list with the names and addresses of all recipients of the Data and the safeguards put in place by contacting Participant’s local human resources representative. Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan and any subsequent claims or rights. The Company may also make the Data available to public authorities where required under locally applicable law. Participant may, at any time, review Data and request inaccurate Data to be corrected. In some circumstances and in accordance with applicable law, Participant may have the right to request that Participant’s Data is erased or that the processing of Participant’s Data is restricted. Furthermore, Participants may have the right to object to the processing of Participant’s Data and to request that Participant’s Data is transferred in a machine-readable format to another controller. Any such requests can be made by contacting the Company through its local Human Resources Director. Participant may also lodge a complaint regarding the processing of Data with the competent supervisory authority.

SWITZERLAND

Securities Law. The Plan and this RSU Agreement are not intended to constitute an offer or solicitation to purchase or invest in the RSUs. The RSUs may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and no application has or will be made to admit the RSUs to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither the Plan, this RSU Agreement nor any other offering or marketing material relating to the RSUs constitutes a prospectus pursuant to the FinSA, and neither the Plan, this RSU Agreement nor any other offering or marketing material relating to the RSUs may be publicly distributed or otherwise made publicly available in Switzerland.

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Data Protection. The following provisions shall apply in lieu of Section 3.10 of the RSU Agreement:

It shall be a term and condition of this Award that Participant acknowledges and explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal “Data” (as defined below) for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. The Company Group holds certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, e-mail address, date of birth, employee identification number, NRIC or passport number or equivalent, employment history and status, salary, nationality, job title, any Shares or directorships held in the Company, details of all options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor. Data will be transferred to such stock plan service providers as may be selected by the Company which are assisting the Company with the implementation, administration and management of the Plan. The Company may also make the Data available to public authorities where required under locally applicable law. The recipients of the Data may be located in the United States of America, the European Union or elsewhere, which Participant separately and expressly consents to, accepting that outside the European Union, data protection laws may not be as protective as within. The third party currently assisting the Company in the implementation, administration and management of the Plan is E*TRADE Financial Corporate Services, Inc. The Company may retain additional or different third parties for any of the purposes mentioned, on which the Company will inform Participant and, if necessary, seek Participant’s additional consent. Participant may, at any time, review Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting the Company in writing through its local human resources representative; however, withdrawing the consent may affect Participant’s ability to participate in the Plan and receive the benefits under the RSU Agreement. For more information on the consequences of refusal to consent or withdrawal of consent, Participant may contact Participant’s U.S. human resources representative. This Section applies to information held, used or disclosed in any medium. Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan and any subsequent claims or rights.

TAIWAN

General. Participant acknowledges and agrees that he or she may be required to do certain acts and/or execute certain documents in connection with the grant of the RSUs, the vesting of the RSUs and the disposition of the resulting Shares, including but not limited to obtaining foreign exchange approval for remittance of funds and other governmental approvals within the Republic of China. Participant shall pay his or her own costs and expenses with respect to any event concerning a holder of the RSUs, or Shares received upon the vesting thereof, arising as a result of the Plan.

Securities Laws. Participant fully understands that the offer of the RSUs has not been and will not be registered with or approved by the Financial Supervisory Commission of the Republic of China pursuant to relevant securities laws and regulations and the RSUs may not be offered or sold within the Republic of China through a public offering or in circumstances which constitute an offer within the meaning of the Securities and Exchange Law of the Republic of China that requires a registration or approval of the Financial Supervisory Commission of the Republic of China.

Outside Scope of Employment Contract. By accepting the grant of the RSUs, Participant acknowledges and agrees that: (a) the value of the RSUs is outside the scope of Participant’s employment

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contract, if any; (b) the value of the RSUs is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; and (c) the Company does not guarantee any future value of the underlying Shares. Participant acknowledges that any agreement in connection with the RSUs is between Participant and the Company, and that Participant’s local employer is not a party to such agreements.

Exchange Control Information. If Participant is Taiwan resident (those who are over 20 years of age and holding a Republic of China citizen’s ID Card, Taiwan Resident Certificate or an Alien Resident Certificate that is valid for a period no less than one year), Participant may acquire and remit foreign currency (including proceeds from the sale of Shares) into and out of Taiwan up to USD $5,000,000 per year. If the transaction amount is TWD $500,000 or more in a single transaction, Participant must submit a foreign exchange transaction form and also provide supporting documentation to the satisfaction of the remitting bank. If the transaction amount is USD $500,000 or more, Participant may be required to provide additional supporting documentation (including the contracts for such transaction, approval letter, etc.) to the satisfaction of the remitting bank. Participant acknowledges that Participant is advised to consult Participant’s personal advisor to ensure compliance with applicable exchange control laws in Taiwan.

UNITED KINGDOM

Eligible Participants. Notwithstanding anything to the contrary in the Plan or this RSU Agreement, in the United Kingdom only Employees of the Company or any Parent or Subsidiaries are eligible to be granted RSUs. Other persons who are not Employees are not eligible to receive RSUs in the United Kingdom. This RSU Agreement forms the rules of the employee share scheme applicable to, amongst others, the United Kingdom-based Employees of the Company and any Parent or Subsidiaries. All Awards granted to Employees of the Company or any Parent or Subsidiaries who are based in the United Kingdom will be granted on similar terms.

Special Tax Provisions. If Participant is a resident of the United Kingdom, then Participant’s “Tax Liability” shall also include Participant’s National Insurance Contributions or any National Insurance Contributions of the Company Group that are attributable to the vesting or distribution of the RSUs or otherwise pursuant to this RSU Agreement. In addition, at the discretion of the Company, the RSUs will not vest until Participant has entered into an election with the Company (or such other member of the Company Group that is Participant’s employer) (as appropriate) in a form approved by the Company and Her Majesty’s Revenue & Customs (a “Joint Election”) under which any liability of the Company Group for the employer’s National Insurance contributions arising in respect of the vesting or distribution of the RSUs, the disposal of any Shares issued pursuant to the distribution of the RSUs or otherwise pursuant to this RSU Agreement is transferred to and met by Participant.

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EX-10.13

Exhibit 10.13

UNITED STATES

XPERI INC.

2022 EQUITY INCENTIVE PLAN

STOCK OPTION GRANT NOTICE AND

STOCK OPTION AGREEMENT

Xperi Inc., a Delaware corporation (the “Company”), pursuant to its 2022 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s Common Stock (“Shares”) set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.

Participant:

Employee ID:

Grant Date:

Vesting Commencement Date:

Exercise Price per Share:

Total Number of Shares Subject to the Option:

Total Exercise Price:

Expiration Date:

Type of Option: Nonstatutory Stock Option

Vesting Schedule: The Option shall vest and become exercisable with respect to twenty-five percent (25%) of the total Shares subject to the Option on each anniversary of the Vesting Commencement Date, subject to Participant’s continued status as a Service Provider through each of such vesting dates, such that the Option shall be fully vested and exercisable with respect to all of the Shares subject to the Option as of the fourth anniversary of the Vesting Commencement Date.

ELECTRONIC ACCEPTANCE OF AWARD:

By clicking on the “ACCEPT” box on the “Grant Acceptance: View/Accept Grant” Page, Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. Participant acknowledges that he or she has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, each of which are posted on www.etrade.com, and has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. Participant further acknowledges that he or she has been provided with a copy of the prospectus for the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator

of the Plan upon any questions arising under the Plan, this Grant Notice or the Stock Option Agreement. Below are instructions on how to access the Plan and the prospectus:

1. Log into your E*TRADE account.

2. Click on Employee Stock Plans.

3. Click on Company Info.

4. Click on Documents.

5. Click on 2022 Plan.

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EXHIBIT A

XPERI INC.

STOCK OPTION AGREEMENT

Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, Xperi Inc., a Delaware corporation (the “Company”), has granted to the Participant an option under the Company’s 2022 Equity Incentive Plan (the “Plan”) to purchase the number of Shares indicated in the Grant Notice.

ARTICLE I

GENERAL

1.1    Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

1.2    Incorporation of Terms of Plan. The Option is subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

ARTICLE II

GRANT OF OPTION

2.1    Grant of Option. In consideration of the Participant’s past and/or continued employment with or service to the Company or any Parent or Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company irrevocably grants to the Participant the Option to purchase any part or all of an aggregate of the number of Shares set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement. The Option shall be a Nonstatutory Stock Option.

2.2    Exercise Price. The exercise price of the Shares subject to the Option shall be as set forth in the Grant Notice, without commission or other charge; provided, however, that the price per share of the Shares subject to the Option shall not be less than 100% of the Fair Market Value of Share on the Grant Date.

2.3    Consideration to the Company. In consideration of the grant of the Option by the Company, the Participant agrees to render faithful and efficient services to the Company or any Parent or Subsidiary. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Parent or Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Parents and Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Parent or Subsidiary and the Participant.

ARTICLE III

PERIOD OF EXERCISABILITY

3.1    Commencement of Exercisability.

(a)    Subject to Sections 3.2, 3.3, 5.7 and 5.10 hereof, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.

(b)    No portion of the Option which has not become vested and exercisable as of the date on which the Participant ceases to be a Service Provider shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and the Participant.

3.2    Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3 hereof.

3.3    Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:

(a)    The expiration of ten years from the Grant Date;

(b)    The expiration of three months from the date of the Participant ceases to be a Service Provider, unless such termination occurs by reason of the Participant’s death or Disability; or

(c)    The expiration of one year from the date of the Participant ceases to be a Service Provider by reason of the Participant’s death or Disability.

ARTICLE IV

EXERCISE OF OPTION

4.1    Person Eligible to Exercise. Except as provided in Section 5.2(b), during the lifetime of the Participant, only the Participant may exercise the Option or any portion thereof. After the death of the Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3 hereof, be exercised by the Participant’s personal representative or by any person empowered to do so under the deceased the Participant’s will or under the then applicable laws of descent and distribution.

4.2    Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3 hereof.

4.3    Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other person or entity designated by the Company) of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3 hereof:

(a)    An Exercise Notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator;

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(b)    The receipt by the Company of full payment for the Shares with respect to which the Option or portion thereof is exercised, which may be in one or more of the forms of consideration permitted under Section 4.4 hereof;

(c)    The payment of any applicable withholding tax as provided under Section 4.5 hereof;

(d)    Any other written representations as may be required in the Administrator’s reasonable discretion to evidence compliance with the Securities Act or any other applicable law rule, or regulation; and

(e)    In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any person or persons other than the Participant, appropriate proof of the right of such person or persons to exercise the Option.

Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

4.4    Method of Payment. Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of the Participant, subject to Section 16(c) of the Plan:

(a)    by cash or check made payable to the Company;

(b)    through the delivery of a notice that the Participant has placed a market sell order with a broker with respect to Shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate exercise price of the Shares with respect to which the Option or portion thereof is being exercised; provided, that payment of such proceeds is then made to the Company at such time as may be required by the Administrator, but in any event not later than the settlement of such sale;

(c)    with the consent of the Administrator, by tendering to the Company vested Shares held for the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes, as determined by the Administrator, having Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares with respect to which the Option or portion thereof is being exercised;

(d)    with the consent of the Administrator, by requesting that the Company withhold a number of Shares issuable upon the exercise of the Option having a Fair Market Value on the date of exercise equal to the aggregate exercise price of the Shares with respect to which the Option or portion thereof is being exercised; or

(e)    in any combination of the foregoing.

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4.5    Tax Withholding. Notwithstanding any other provision of this Agreement, and subject to Section 16(d) of the Plan:

(a)    The Company and its Subsidiaries shall be entitled to withhold, or require Participant to remit to the Company or the applicable Subsidiary, an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including the employee portion of any FICA obligation) required by law to be withheld with respect to any taxable event arising pursuant to this Agreement. The Company and its Subsidiaries may withhold or Participant may make such payment in one or more of the forms specified below:

(i)    by cash or check made payable to the Company or the Subsidiary with respect to which the withholding obligation arises;

(ii)    by the deduction of such amount from other compensation payable to Participant;

(iii)    with respect to any withholding taxes arising in connection with the exercise of the Option, through the delivery of a notice that the Participant has placed a market sell order with a broker with respect to Shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company or the Subsidiary with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided, that payment of such proceeds is then made to the Company at such time as may be required by the Administrator, but in any event not later than the settlement of such sale;

(iv)    with respect to any withholding taxes arising in connection with the exercise of the Option, with the consent of the Administrator, by tendering to the Company vested Shares held for the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes, as determined by the Administrator, having Fair Market Value on the date of surrender not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries;

(v)    with respect to any withholding taxes arising in connection with the exercise of the Option, with the consent of the Administrator, by requesting that the Company withhold a number of Shares issuable upon the exercise of the Option having Fair Market Value on the date of exercise not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries; or

(vi)    in any combination of the foregoing.

(b)    With respect to any withholding taxes arising in connection with the Option, in the event Participant does not provide timely payment of all sums required pursuant to Section 4.5(a), the Company shall have the right and option, but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of Participant’s required payment obligation pursuant to Section 4.5(a)(ii) or Section 4.5(a)(iii) above, or any combination of the foregoing as the Company may determine to be appropriate. In the event the exercise price will be satisfied under Section 4.4(d) or any tax withholding obligation arising in connection with the Option will be satisfied under Section 4.5(a)(iii) above, then the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on Participant’s behalf a whole number of Shares from those Shares that are issuable upon exercise of the Option as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the exercise price or the tax withholding obligation, as applicable, and to remit the proceeds of such sale to the Company or, if applicable, the Subsidiary with respect to which the withholding obligation arises. Participant’s acceptance of this Option constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this Section 4.5(b),

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including the transactions described in the previous sentence, as applicable. To avoid negative accounting treatment, the Company shall determine the applicable tax withholding based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes.

4.6    Conditions to Issuance of Stock Certificates. The Company shall not be required to issue or deliver any Shares purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such Shares are then listed; (b) the completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the U.S. Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) the lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience; and (e) receipt by the Company of full payment for such Shares and payment of any applicable withholding tax, in accordance with Sections 4.4 and 4.5 hereof.

4.7    Issuance of Shares. Shares issued upon exercise of the Option shall be issued to Participant or Participant’s beneficiaries, as the case may be, at the sole discretion of the Administrator, in either (a) uncertificated form, with the shares recorded in the name of Participant in the books and records of the Company’s transfer agent; or (b) certificate form.

4.8    Rights as Stockholder. The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any Shares purchasable upon the exercise of any part of the Option unless and until such Shares shall have been issued by the Company to such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 13(a) of the Plan.

ARTICLE V

OTHER PROVISIONS

5.1    Tax Representations. Participant has reviewed with Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

5.2    Option Not Transferable.

(a)    The Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, or, subject to the consent of the Administrator, pursuant to a DRO, unless and until the Shares underlying the Option have been issued, and all restrictions applicable to such Shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

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(b)    During the lifetime of Participant, only Participant may exercise the Option or any portion thereof, unless it has been disposed of with the consent of the Administrator pursuant to a DRO. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3 hereof, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.

5.3    Adjustments. The Participant acknowledges that the Option is subject to modification and termination in certain events as provided in this Agreement and Section 13 of the Plan.

5.4    Notices. Notices required or permitted hereunder shall be given in writing and shall be deemed effectively given when sent via email or upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to Participant to his or her address shown in the Company records, and to the Company at its principal executive office. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given to that party. Any notice which is required to be given to Participant shall, if Participant is then deceased, be given to the person entitled to exercise his or her Option pursuant to Section 4.1 hereof by written notice under this Section 5.4.

5.5    Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

5.6    Governing Law and Jurisdiction. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws. The courts of the State of California shall have jurisdiction to settle any dispute which may arise out of, or in connection with, the Plan. The jurisdiction agreement contained in this Section 5.6 is made for the benefit of the Company and its Parents and Subsidiaries only, which accordingly retains the right to bring proceedings in any other court of competent jurisdiction. By accepting the grant of an Award and not renouncing it, Participant is deemed to have agreed to submit to such jurisdiction.

5.7    Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

5.8    Amendments, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator, provided, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the Option in any material way without the prior written consent of the Participant.

5.9    Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 5.2 hereof, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.

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5.10    Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

5.11    Not a Contract of Employment. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue to serve as an employee or other service provider of the Company or any of its Subsidiaries.

5.12    Entire Agreement. The Plan, the Grant Notice and this Agreement (including all Exhibits thereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

5.13    Notices. Notices required or permitted hereunder shall be given in writing and shall be deemed effectively given when sent via email or upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to Participant to his or her address shown in the Company records, and to the Company at its principal executive office. Notices required or permitted hereunder shall be given in writing and shall be deemed effectively given when sent via email or upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to Participant to his or her address shown in the Company records, and to the Company at its principal executive office. By a notice given pursuant to this Section 5.13, either party may hereafter designate a different address for notices to be given to that party.

5.14    Forfeiture and Claw-Back Provisions. Participant hereby acknowledges and agrees that the Award is subject to the provisions of Section 22 of the Plan.

5.15    Broker-Assisted Sales. In the event of any broker-assisted sale of Shares in connection with the payment of the exercise price as provided in Section 4.4(b) or (d) or the payment of withholding taxes as provided in Section 4.5(a)(iii) or (v) or: (a) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or exercise price, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation or exercise price, Participant agrees to pay immediately upon demand to the Company or its Subsidiary with respect to which the tax withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the exercise price or the Company’s or the applicable Subsidiary’s tax withholding obligation.

5.16    Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Participant

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hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

5.17    Insider Trading Restrictions/Market Abuse Laws. Participant acknowledges that, depending on his or her country of residence, Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect his or her ability to acquire or sell Shares or rights to Shares under the Plan during such times when Participant is considered to have “inside information” regarding the Company (as defined by the laws in Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant further acknowledges that it is Participant’s responsibility to comply with any applicable restrictions, and Participant is advised to speak to his or her personal advisor on this matter.

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EX-10.14

Exhibit 10.14

GLOBAL

XPERI INC.

2022 EQUITY INCENTIVE PLAN

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

Xperi Inc., a Delaware corporation (the “Company”), pursuant to its 2022 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an award of performance-based restricted stock units (“RSUs”) representing a right to receive a number of shares of the Company’s common stock, par value $0.001 (the “Shares”). This award for RSUs (this “Award”) is subject to all of the terms and conditions as set forth herein and in the Performance-Based Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “RSU Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the RSU Agreement.

Participant:

Employee ID:

Grant Date:

Vesting Commencement Date:

Total Number of Shares Represented by the RSUs:

Vesting Schedule: The Award shall vest as set forth on Exhibit B attached hereto.

Distribution Schedule: The RSUs shall be distributable as they vest pursuant to the Vesting Schedule in accordance with Section 2.1(c) of the RSU Agreement.

ELECTRONIC ACCEPTANCE OF AWARD:

By clicking on the “ACCEPT” box on the “Grant Acceptance: View/Accept Grant” Page, Participant agrees to be bound by the terms and conditions of the Plan, the RSU Agreement and this Grant Notice. Participant acknowledges that he or she has reviewed the RSU Agreement, the Plan and this Grant Notice in their entirety, each of which are posted on www.etrade.com, and has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the RSU Agreement and the Plan, including the special provisions for your country of residence, if any, attached hereto as Exhibit C. Participant further acknowledges that he or she has been provided with a copy of the prospectus for the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan, this Grant Notice or the RSU Agreement. Below are instructions on how to access the Plan and the prospectus:

1. Log into your E*TRADE account.

2. Click on Employee Stock Plans.

3. Click on Company Info.

4. Click on Documents.

5. Click on 2022 Plan.

2

EXHIBIT A

XPERI INC.

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

Pursuant to the Performance-Based Restricted Stock Unit Award Grant Notice (the “Grant Notice”) to which this Performance-Based Restricted Stock Unit Award Agreement (this “RSU Agreement”) is attached, Xperi Inc., a Delaware corporation (the “Company”), has granted to Participant the number of RSUs under the Company’s 2022 Equity Incentive Plan (the “Plan”) as set forth in the Grant Notice.

ARTICLE I.

GENERAL

1.1    Definitions. All capitalized terms used in this RSU Agreement without definition shall have the meanings ascribed in the Plan and the Grant Notice.

1.2    Incorporation of Terms of Plan. The Award and this RSU Agreement are subject to the Plan, the terms and conditions of which are incorporated herein by reference. In the event of any inconsistency between the Plan and this RSU Agreement, the terms of the Plan shall control.

ARTICLE II.

RSU AWARD

2.1    RSU Award.

(a)    Award. The Company hereby grants to Participant the right to receive the number of RSUs set forth in the Grant Notice, subject to all of the terms and conditions set forth in this RSU Agreement, the Grant Notice and the Plan. Each RSU represents the right to receive one Share. Participant is a Service Provider. Prior to actual issuance of any Shares, the Award represents an unsecured obligation of the Company, payable only from the general assets of the Company.

(b)    Vesting. The RSUs shall vest in accordance with the Vesting Schedule set forth in the Grant Notice. Unless and until the RSUs have vested in accordance with the vesting schedule set forth in the Grant Notice, Participant will have no right to any distribution with respect to such RSUs. In the event Participant ceases to be a Service Provider for any reason prior to the vesting of all of the RSUs, any unvested RSUs will terminate automatically without any further action by the Company and be forfeited without further notice and at no cost to the Company. Notwithstanding the foregoing, during any authorized leave of absence, the vesting of RSUs provided in the vesting schedule set forth in the Grant Notice shall be suspended (to the extent permitted under Section 409A) after the leave of absence exceeds a period of twelve (12) months and shall be extended by the length of the suspension. Vesting of the RSUs shall resume upon the Participant’s termination of the leave of absence and return to service to the Company or any Parent or Subsidiary of the Company. An authorized leave of absence shall include sick leave, military leave or other bona fide leave of absence approved by the Company (or, if the Participant is an executive officer, by the Board).

(c)    Distribution of Stock.

(i)    Shares shall be distributed to Participant (or in the event of Participant’s death, to his or her estate) with respect to such Participant’s vested RSUs granted to Participant pursuant to this RSU Agreement, subject to the terms and provisions of the Plan and this RSU Agreement, within thirty (30) days following each vesting date as the RSUs vest pursuant to the Vesting Schedule set forth in the Grant Notice.

(ii)    All distributions shall be made by the Company in the form of whole Shares.

(iii)    Notwithstanding the foregoing, Shares shall be issuable with respect to the RSUs at such times and upon such events as are specified in this RSU Agreement only to the extent issuance under such terms will not cause the RSUs or such Shares to be includible in the gross income of Participant under Section 409A of the Code prior to such times or the occurrence of such events, as permitted by the Code and the regulations and other guidance thereunder.

(d)    Generally. Shares issued under the Award shall be issued to Participant or Participant’s beneficiaries, as the case may be, at the sole discretion of the Administrator, in either (i) uncertificated form, with the Shares recorded in the name of Participant in the books and records of the Company’s transfer agent with appropriate notations regarding the restrictions on transfer imposed pursuant to this RSU Agreement; or (ii) certificate form.

2.2    Tax Indemnity. Notwithstanding any other provision of this RSU Agreement:

(a)    Participant agrees to indemnify and keep indemnified the Company, any Subsidiary and Participant’s employing company, if different, and their affiliates (collectively, the “Company Group”) from and against any liability for or obligation to pay any Tax Liability (as defined below) that is attributable to the vesting or distribution of the RSUs, the disposal of any Shares issued pursuant to the distribution of the RSUs or otherwise pursuant to this RSU Agreement. No Shares shall be issued or delivered to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid to the Company the full amount of any Tax Liability; provided that no payment shall be delayed under this Section 2.2(a) if such delay will result in a violation of Section 409A of the Code.

(b)    The Company Group shall be entitled to withhold taxes (if required) according to the requirements under applicable laws, rules and regulations, including withholding taxes at source. The Company Group may withhold or Participant may make such payment in one or more of the forms specified below:

(i)    by cash or check made payable to the Company or the member of the Company Group with respect to which the withholding obligation arises;

(ii)    by the deduction of such amount from other compensation payable to Participant;

(iii)    with respect to any tax withholding obligation arising in connection with the distribution of the RSUs, with the consent of the Administrator, by requesting that the Company or the member of the Company Group with respect to which the withholding obligation arises withhold a net number of vested Shares otherwise issuable pursuant to the RSUs having a then current Fair Market Value not exceeding the Tax Liability;

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(iv)    with respect to any tax withholding obligation arising in connection with the distribution of the RSUs, with the consent of the Administrator, by tendering to the Company vested Shares held for the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes, as determined by the Administrator, having a Fair Market Value on the date of surrender not exceeding the Tax Liability;

(v)    with respect to any withholding taxes arising in connection with the distribution of the RSUs, through the delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable to Participant pursuant to the RSUs, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company and/or the member of the Company Group with respect to which the withholding obligation arises; provided that payment of such proceeds is then made to the Company and/or such member of the Company Group at such time as may be required by the Administrator, but in any event not later than the settlement of such sale; or

(vi)    in any combination of the foregoing.

(c)    With respect to any withholding taxes arising in connection with the RSUs, in the event Participant does not provide timely payment of all sums required pursuant to Section 2.2(b), the Company Group shall have the right, but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of Participant’s required payment obligation pursuant to Section 2.2(b)(iii) above. In the event any tax withholding obligation arising in connection with the RSUs will be satisfied under Section 2.2(b)(iii), then the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on Participant’s behalf a whole number of shares from those Shares then issuable to Participant pursuant to the RSUs as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation and to remit the proceeds of such sale to the Company and/or the member of the Company Group with respect to which the withholding obligation arises. Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this Section 2.2(c), including the transactions described in the previous sentence, as applicable.

(d)    For purposes of this RSU Agreement, Participant’s “Tax Liability” shall mean (i) all federal, state, local and foreign withholding or other taxes applicable to Participant’s taxable income, plus (ii) if permitted under the laws of the jurisdiction in which Participant resides, any liability of the Company Group for income tax, withholding tax and any social security contributions, payroll tax, fringe benefit tax, payment on account obligation or other employment related taxes in any jurisdiction, in each case that may arise as a result of (w) the grant, vesting or settlement of the RSU, (x) the issuance to Participant of Shares on the vesting or settlement of the RSU, (y) the disposition of any Shares that were the subject of the RSU, or (z) any other transactions contemplated by this RSU Agreement. To avoid negative accounting treatment, the Company shall withhold for the Tax Liability based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes (or such higher rate as may be determined by the Administrator, which higher rate may not exceed the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid the liability classification of the applicable award under generally accepted accounting principles in the United States of America), provided, that, such Shares shall be rounded up to the nearest whole Share to the extent rounding up to the nearest whole share does not result in the liability classification of the applicable Award under generally accepted accounting principles in the United States of America).

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2.3    Conditions to Issuance of Certificates. The Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions: (a) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed, (b) the completion of any registration or other qualification of the Shares under any state, federal or foreign law or under rulings or regulations of the U.S. Securities and Exchange Commission or other governmental regulatory body, which the Administrator shall, in its sole and absolute discretion, deem necessary and advisable, (c) the obtaining of any approval or other clearance from any state, federal or foreign governmental agency that the Administrator shall, in its absolute discretion, determine to be necessary or advisable, (d) the lapse of any such reasonable period of time following the date the RSUs vest as the Administrator may from time to time establish for reasons of administrative convenience, and (e) Participant’s satisfaction of his or her obligations under Section 2.2.

ARTICLE III.

OTHER PROVISIONS

3.1    Tax Representations. Participant has reviewed with Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Grant Notice and this RSU Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own Tax Liability that may arise as a result of this investment or the transactions contemplated by this RSU Agreement.

3.2    RSUs Not Transferable. None of the Award and the rights conveyed hereunder, including the right to receive Shares upon the vesting of the RSUs, or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.

3.3    Rights as Shareholder. Neither Participant nor any person claiming under or through Participant shall have any of the rights or privileges of a shareholder of the Company in respect of any Shares issuable hereunder unless and until certificates representing such Shares (which may be in uncertificated form) will have been issued and recorded on the books and records of the Company or its transfer agents or registrars, and delivered to Participant (including through electronic delivery to a brokerage account). After such issuance, recordation and delivery, Participant shall have all the rights of a shareholder of the Company, including with respect to the right to vote the Shares and the right to receive any cash or share dividends or other distributions paid to or made with respect to the Shares.

3.4    Not a Contract of Employment. Notwithstanding any other provision of this RSU Agreement or the Plan:

(a)    The Plan shall not form part of any contract of employment between the Company Group and Participant, and neither the grant of RSUs nor any provision of this RSU Agreement, the Plan or the policies adopted pursuant to the Plan confer upon Participant any right with respect to employment or service or continuation of current employment or service and shall not be interpreted to form an employment contract or relationship with the Company or any Subsidiary or affiliate;

(b)    Unless expressly so provided in his or her contract of employment, Participant has no right or entitlement to be granted an Award or any expectation that an Award might be made to him or her, whether subject to any conditions or at all;

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(c)    The benefit to Participant of participation in the Plan (including, in particular but not by way of limitation, any Awards held by him or her) shall not form any part of his or her remuneration or count as his remuneration for any purpose and shall not be pensionable;

(d)    The rights or opportunity granted to Participant on the making of an Award shall not give Participant any rights or additional rights, and if Participant ceases to be employed by the Company Group, Participant shall not be entitled to compensation for the loss of any right or benefit or prospective right or benefit under the Plan (including, in particular but not by way of limitation, any Awards held by him or her which lapse by reason of his ceasing to be employed by the Company Group) whether by way of damages for unfair dismissal, wrongful dismissal, breach of contract or otherwise;

(e)    The rights or opportunity granted to Participant on the making of an Award shall not give Participant any rights or additional rights in respect of any pension scheme operated by the Company Group;

(f)    Participant shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being unable to acquire or retain Shares, or any interest in Shares pursuant to an Award in consequence of the loss or termination of his office or employment with the Company Group for any reason whatsoever (whether or not the termination is ultimately held to be wrongful or unfair);

(g)    The value of the Award is outside the scope of Participant’s employment contract, if any;

(h)    The value of the Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(i)    No claim or entitlement to compensation or damages arises if the Award or the Shares issued pursuant to the Award do not increase in value and Participant irrevocably releases the Company Group, their affiliates and third party vendors from any such claim that does arise; and

(j)    By accepting the grant of the Award and not renouncing it, Participant is deemed to have agreed to the provisions of this Section 3.4.

3.5    Governing Law and Jurisdiction. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this RSU Agreement regardless of the law that might be applied under principles of conflicts of laws. The courts of the State of California shall have jurisdiction to settle any dispute which may arise out of, or in connection with, the Plan. The jurisdiction agreement contained in this Section 3.5 is made for the benefit of the Company and its Parents and Subsidiaries only, which accordingly retains the right to bring proceedings in any other court of competent jurisdiction. By accepting the grant of an Award and not renouncing it, Participant is deemed to have agreed to submit to such jurisdiction.

3.6    Conformity to Securities Laws. Participant acknowledges that the Plan and this RSU Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated thereunder by the U.S. Securities and Exchange Commission, including, without limitation, Rule 16b-3 under the Exchange Act. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Award is granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this RSU Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

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3.7    Notices. Notices required or permitted hereunder shall be given in writing and shall be deemed effectively given when sent via email or upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to Participant to his or her address shown in the Company records, and to the Company at its principal executive office. Notices required or permitted hereunder shall be given in writing and shall be deemed effectively given when sent via email or upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to Participant to his or her address shown in the Company records, and to the Company at its principal executive office. By a notice given pursuant to this Section 3.7, either party may hereafter designate a different address for notices to be given to that party.

3.8    Successors and Assigns. The Company may assign any of its rights under this RSU Agreement to single or multiple assignees, and this RSU Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this RSU Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.

3.9    Section 409A. This RSU Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the amounts payable hereunder shall be paid no later than the later of: (i) the fifteenth (15^th) day of the third month following Participant’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15^th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this RSU Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any other provision of the Plan, this RSU Agreement and the Grant Notice, if at any time the Administrator determines that this Award (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, this RSU Agreement or the Grant Notice, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate for this Award either to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that Participant may be eligible to receive under this RSU Agreement shall be treated as a separate and distinct payment.

3.10    Data Protection. It shall be a term and condition of this Award that Participant explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of Participant’s personal “Data” (as defined below) by and among, as applicable, the Company Group for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. The Company Group holds certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, e-mail address, date of birth, employee identification number, NRIC or passport number or equivalent, salary, nationality, job title, any Shares or directorships held in the Company, details of all options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). Data will be transferred to such stock plan service providers as may be selected by the Company which are assisting the Company with the implementation, administration and management of the Plan. The recipients of the Data may be located in the United States

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of America or elsewhere (and, if Participant is a resident of a member state of the European Union, may be outside the European Economic Area) and that the recipient’s country (e.g., the United States of America) may have different data privacy laws and protections than Participant’s country. Participant may request a list with the names and addresses of all recipients of the Data by contacting his or her local human resources representative. The Company Group and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Participant’s participation in the Plan. Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. The Company may also make the Data available to public authorities where required under locally applicable law. Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Participant’s local human resources representative. Participant’s refusal to provide consent or withdrawal of consent may affect Participant’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, Participant may contact his or her U.S. human resources representative. This Section applies to information held, used or disclosed in any medium.

3.11    Forfeiture and Claw-Back Provisions. Participant hereby acknowledges and agrees that the Award is subject to the provisions of Section 22 of the Plan.

3.12    Broker-Assisted Sales. In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 2.2(b)(iii) or (v): (a) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation arises or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company or its Subsidiary with respect to which the tax withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or the applicable Subsidiary’s tax withholding obligation.

3.13    Language. If Participant has have received this RSU Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

3.14    Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

3.15    Insider Trading Restrictions/Market Abuse Laws. Participant acknowledges that, depending on his or her country of residence, Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect his or her ability to acquire or sell Shares or rights to Shares under the Plan during such times when Participant is considered to have “inside information” regarding the

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Company (as defined by the laws in Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant further acknowledges that it is Participant’s responsibility to comply with any applicable restrictions, and Participant is advised to speak to his or her personal advisor on this matter.

3.16    Additional Terms for Participants Providing Services Outside the United States. To the extent Participant provides services to the Company in a country other than the United States, the RSUs shall be subject to such additional or substitute terms as shall be set forth for such country in Exhibit C to the Grant Notice. If Participant relocates to one of the countries included in Exhibit C during the life of the RSUs, the special provisions for such country shall apply to Participant, to the extent the Company determines that the application of such provisions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. In addition, the Company reserves the right to impose other requirements on the RSUs and the Shares issued upon vesting of the RSUs, to the extent the Company determines it is necessary or advisable in order to comply with local laws or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

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EXHIBIT B

TO PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE

VESTING SCHEDULE

☒   Performance-Based Vesting:

EXHIBIT C

TO PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE

This Exhibit C includes special terms and conditions applicable to Participants providing services to the Company in the countries below. These terms and conditions are in addition to those set forth in the RSU Agreement and the Plan and to the extent there are any inconsistencies between these terms and conditions and those set forth in the RSU Agreement and the Plan, as applicable, these terms and conditions shall prevail. Any capitalized term used in this Exhibit C without definition shall have the meaning ascribed to such term in the Plan or the RSU Agreement, as applicable.

Participant is advised to seek appropriate professional advice as to how the relevant exchange control and tax laws in Participant’s country may apply to Participant’s individual situation.

ALL COUNTRIES

Insider Trading Restrictions/Market Abuse Laws. Participant acknowledges that, depending on his or her country of residence, Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect Participant’s ability to acquire or sell Shares or rights to Shares (e.g., RSUs) under the Plan during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws in Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant acknowledges that it is his or her responsibility to comply with any applicable restrictions, and Participant is advised to speak to his or her personal advisor on this matter.

AUSTRALIA

Eligible Participants. Notwithstanding anything to the contrary in the Plan or this RSU Agreement, in Australia, the only people who are eligible to be granted RSUs are full-time or part-time employees (including an executive director) of the Company or any Parent or Subsidiaries, non-executive directors, contractors, casual employees who are, or might reasonably be expected to be, engaged to work the number of hours that are the pro-rata equivalent of forty percent (40%) or more of a comparable full-time position with the body or prospective participants (provided the recipient can only accept the offer if an arrangement has been entered into that will result in the person becoming a person referred to above). Other persons who are not employees are not eligible to receive RSUs in Australia. This RSU Agreement forms the rules of the employee share scheme applicable to, amongst others, the Australia-based employees of the Company and any Parent or Subsidiaries.

General product risk warning. In considering the RSUs and the Shares that Participant will hold on vesting of the RSUs, Participant should consider the risk factors that could affect the performance of the Company. Participant should be aware that there are risks associated with any stock market investment. It is important to recognize that stock prices and dividends might fall or rise. Factors affecting the market price include domestic and international economic conditions and outlook, changes in government fiscal, monetary and regulatory policies, changes in interest rates and inflation rates, the announcement of new technologies and variations in general market conditions and/or market conditions which are specific to a particular industry. In addition, share prices of many companies are affected by factors which might be unrelated to the operating performance of the relevant company. Such factors might adversely affect the market price of the Shares. Further, there is no guarantee that the Company’s Shares will trade at a particular volume or that there will be an ongoing liquid market for the Shares, accordingly there is a risk that, should the market for the Shares become illiquid, Participant will be unable to realize Participant’s investment.

Advice warning. Any advice given by the Company in relation to the RSUs, this RSU Agreement and the Plan does not constitute financial advice and does not take into account Participant’s objectives, financial situation and needs. Participant should carefully consider these risks in light of Participant’s investment objectives, financial situation and particular needs (including financial and tax issues) and seek professional guidance from Participant’s stockbroker, solicitor, accountant, financial adviser or other independent professional adviser before deciding whether to invest in Shares.

Calculating values in Australian dollars. Participant may be paid earned RSUs which have been vested in accordance with the vesting schedule outlined in Exhibit B in accordance with the terms of the Plan by delivery of Shares with a par value of $0.001 U.S. dollars (“USD”) or the payment of cash of an amount equal to the Fair Market Value of those Shares (or a combination of both). Participant will not be required to pay any amount for the payment of earned RSUs.

Participant can ascertain the market price of a Share in USD from time to time by visiting the NASDAQ website and completing a price search.

To determine the par value or the Fair Market Value of a Share in Australian Dollars (“AUD”), Participant will need to apply the prevailing USD : AUD exchange rate. For example, if the exchange rate is 1 USD : 1.5 AUD, and one Share has a value of USD $1 on the NASDAQ, its equivalent value will be AUD $1.50.

Special Tax Provisions. Subdivision 83A-C of the Income Tax Assessment Act 1997 (Commonwealth of Australia) applies to RSUs granted under the Plan, subject to the requirements of that Act.

CANADA

Language Consent. If Participant is a resident of Quebec, the following provision will apply to Participant:

The parties acknowledge that it is their express wish that the RSU Agreement and the Plan, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Consentement relatif à la langue utilisée. Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.

Payment upon Termination of Service. The following provision supplements Section 9(e) of the Plan:

For purposes of this Plan, Participant will be deemed to have experienced a termination of Participant’s relationship as a Service Provider effective as of the date that is the earlier of (a) the date on which Participant receives a notice of termination of employment from the Company or any Subsidiary, or (b) the date on which Participant is no longer employed, regardless of any notice period or period of pay in lieu of such notice required under local law; the Administrator shall have the exclusive discretion to determine when Participant is no longer employed for purposes of the Plan.

Data Protection. In addition to the provisions of Section 3.10 of the RSU Agreement, Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the

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Plan. Participant further authorizes the Company Group and the administrator of the Plan to disclose and discuss the Plan with his or her advisors. Participant further authorizes the Company Group and the Administrator to record such information and to keep such information in Participant’s employee file.

Securities Law Information. Participant understands that Participant is permitted to sell Shares acquired pursuant to the Plan through the designated broker appointed under the Plan, if any, provided the sale of the Shares acquired pursuant to the Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed.

Foreign Asset/Account Reporting Information. If Participant is a Canadian resident, Participant may be required to report his or her foreign property on form T1135 (Foreign Income Verification Statement) if the total cost of the foreign property exceeds a certain threshold at any time in the year. Foreign property includes Shares acquired under the Plan. The Shares must be reported—generally at a nil cost—if the cost threshold is exceeded because of other foreign property Participant holds. If Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Shares. The ACB ordinarily would equal the fair market value of the Shares at the time of acquisition, but if Participant owns other Shares, this ACB may have to be leveraged with the ACB of the other Shares. The form T1135 generally must be filed by April 30 of the following year. Participant should consult with his or her personal advisor to ensure compliance with the applicable reporting requirements.

CHINA

Settlement of RSUs and Sale of Shares. The following provisions supplement Sections 2.1(c), 2.2 and 3.12 of the RSU Agreement and supersede such provisions to the extent inconsistent with the following:

Notwithstanding Section 2.1(c) of the RSU Agreement, the Company may settle vested RSUs in cash in an amount equal to the Fair Market Value of one Share for each vested RSU, as determined by the Administrator, in which case Participant shall have no right to any Shares under the RSUs. Any such cash payment shall be made by Participant’s local employer, less any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to Participant’s participation in the Plan.    

If the Administrator settles vested RSUs in the form of Shares, such settlement will be conditioned upon the Company securing all necessary approvals from the China State Administration of Foreign Exchange (“SAFE”) and the requirements of such approval. Participant understands that Participant may be required to sell such Shares immediately upon vesting or within a specified period following termination of employment and will be required to hold such Shares with the Company’s designated brokerage firm until the Shares are sold. Further, Participant understands that Participant may be required to immediately repatriate to China proceeds from the sale of any Shares acquired under the Plan (and any dividends) and there may be delays in distributing the funds to Participant due to exchange control requirements in China. Participant understands that the Company is authorized to instruct its designated broker to assist with any mandatory sale of such Shares (on Participant’s behalf pursuant to this authorization) and Participant expressly authorizes the Company’s designated broker to complete the sale of such Shares. Participant acknowledges that the Company’s designated broker will be under no obligation to arrange for the sale of the Shares at any particular price. The remittance, conversion and payment of the proceeds shall be made in accordance with the procedures adopted by the Company in order to comply with SAFE regulations and accordingly, may be subject to change from time to time. If the proceeds are paid in local currency, Participant acknowledges that the Company will be under no obligation to secure any particular exchange conversion rate. Participant agrees to bear any currency fluctuation risk between the time the Shares are sold and the net proceeds are distributed to Participant. Participant further agrees to comply with all requirements that may be imposed by the Company in the future with respect to the RSUs and issuance of Shares to facilitate compliance with applicable law and regulations in China.

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DENMARK

Stock Option Act. Participant acknowledges that Participant received the Employer Statement in Danish in accordance with the Danish Stock Option Act, as amended effective January 1, 2019.

FRANCE

Consent to Receive Information in English. By accepting the RSU Agreement providing for the terms and conditions of Participant’s Award, Participant confirms having read and understood the documents relating to this Award (the Plan and this RSU Agreement) which were provided in English language. Participant accepts the terms of those documents accordingly.

En acceptant le Contrat d’Attribution décrivant les termes et conditions de l’attribution, le Participant confirme ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan U.S. et ce Contrat d’Attribution) qui ont été communiqués en langue anglaise. Le Participant accepte les termes en connaissance de cause.

Securities Laws. The Plan and this RSU Agreement do not require a prospectus to be submitted for approval to the French Financial Market Authority (the “Autorité des marchés financiers”). Persons or entities referred to in Point 2°, Section II of Article L. 411-2 of the French Monetary and Financial Code may take part in the Plan solely for their own account, as provided in Articles D. 411-1, D. 411-2, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the French Monetary and Financial Code. The financial instruments purchased under the Plan cannot be distributed directly or indirectly to the public otherwise than in accordance with Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the French Monetary and Financial Code.

Tax Consequences. Any tax consequences arising from the vesting or distribution or otherwise pursuant to an Award shall be borne solely by Participant (including, without limitation, Participant’s individual income tax and Participant’s social security contributions, if applicable). The Company Group shall be entitled to (a) withhold Participant’s social security contributions and individual income tax (if required) according to the requirements under applicable laws, rules and regulations, including withholding taxes at source and (b) report the income and requested details in respect of any award to the competent tax and social security authorities. Furthermore, Participant shall agree to indemnify the Company Group and hold them harmless against and from any and all liability for any such tax or other payment or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to Participant. RSUs and this RSU Agreement are not intended to qualify for the favourable tax and social security treatment in France applicable to performance-based restricted stock units granted under Sections L. 225-197-1 to L. 225-197-6 of the French Commercial Code. Should Participant be in any doubt as to the contents of the offer of this Award or what course of action to take in relation to the offer, Participant is recommended to seek immediately his or her own personal financial advice from his or her stockbroker, bank manager, solicitor, accountant or other independent financial advisor duly authorized by the competent authorities or bodies.

GERMANY

Control of Plan. For the avoidance of doubt, the Plan shall only control unless otherwise stipulated in this Section.

Definition of Disability. The definition of “Disability” for purposes of the Award and the Plan shall, for the avoidance of doubt, be interpreted as understood and interpreted by German law.

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Definition of Service Provider. The definition of Service Provider shall, for the avoidance of doubt, include the legal representatives of the German employer of Participant.

Eligible Service Provider. The Company’s discretion to award rights under the Plan to eligible Service Providers shall be exercised in a way complying with German law, in particular with the labor law principle of equal treatment (arbeitsrechtlicher Gleichbehandlungsgrundsatz) and with the prohibition of discrimination (Diskriminierungsverbot).

Leaves of Absences. The Company’s discretion to grant awards under the Plan shall be exercised in a manner complying with German law, in particular with the labor law principle of equal treatment (arbeitsrechtlicher Gleichbehandlungsgrundsatz) and with the prohibition of discrimination (Diskriminierungsverbot). For the avoidance of doubt, any sick leave or other leave of absence as used in the Plan shall be interpreted and applied as compliant with German law.

Clawback. For the avoidance of doubt, any clawback shall only be made as permitted under German law requisites.

Remedies. For the avoidance of doubt, remedies shall only be claimed as permitted under German law requisites.

No Legal Claim. Participant acknowledges and agrees that the Award is a voluntary one-time benefit, and that Participant does not have a legal claim for further grants.

Board, Administrator and Committee Discretion and Decisions. The discretion of the Administrator under the Plan, the RSU Agreement and this Section, including their interpretation, shall always be exercised reasonably (nach billigem Ermessen) as defined under German law.

Consent to Personal Data Processing and Transfer. The following provisions shall apply in lieu of Section 3.10 of the RSU Agreement:

It shall be a term and condition of each award under the Plan that Participant acknowledges and consents to the collection, use, processing and transfer of personal data as described below. The Company, (all together, the “Company Entities”), hold certain personal information, including Participant’s name, home address and telephone number, date of birth, social security number or other employee tax identification number, employment history and status, salary, nationality, job title, and any equity compensation grants awarded, cancelled, purchased, vested, unvested or outstanding in Participant’s favor, for the only purpose of managing and administering the Plan (“Data”). The Company Entities will transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. The Company Entities may also make the Data available to public authorities where required under locally applicable law. These recipients may be located in the United States, the European Economic Area, or elsewhere, which Participant separately and expressly consents to, accepting that outside the European Economic Area, data protection laws may not be as protective as within. The third parties currently assisting the Company in the implementation, administration and management of the Plan are the following: However, from time to time, the Company Entities may retain additional or different third parties for any of the purposes mentioned on which the Company will inform Participant and seek the additional consent of Participant. Participant hereby authorizes the Company Entities to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan on behalf of Participant to a third party with whom Participant may have elected to have payment made pursuant to the Plan. Participant may, at any time, review Data, require any necessary

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amendments to it or withdraw the consent herein in writing by contacting the Company through its local Human Resources Director; however, withdrawing the consent may affect Participant’s ability to participate in the Plan and receive the benefits under the RSU Agreement. Data will only be held as long as necessary to implement, administer and manage Participant’s participation in the Plan and any subsequent claims or rights.

Taxes and Other Withholding. For the avoidance of doubt, any withholding and payment obligations under the Plan and the RSU Agreement shall be made by the relevant member of the Company Group employing Participant when due and any taxes should always include German social security contributions (including Participant’s portion) and mandatory withholding and pay obligations in accordance with German law.

Tax Consequences. Any tax consequences arising from the vesting or distribution or otherwise pursuant to an Award shall be borne solely by Participant (including, without limitation, Participant’s individual income tax and Participant’s social security contributions, if applicable). The Company Group shall be entitled to (a) withhold Participant’s social security contributions and individual income tax (if required) according to the requirements under applicable laws, rules and regulations, including withholding taxes at source and (b) report the income and requested details in respect of any award to the competent tax and social security authorities. Furthermore, Participant shall agree to indemnify the Company Group and hold them harmless against and from any and all liability for any such tax or other payment or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to Participant.

HONG KONG

Sale of Shares. In the event the RSUs vest within six (6) months of the Grant Date, Participant agrees not to sell any Shares acquired upon vesting of the RSUs prior to the six-month anniversary of the Grant Date.

Securities Warning. The grant of the RSUs and the issuance of Shares upon vesting do not constitute a public offer of securities under Hong Kong law and are available only to eligible Service Providers. The Plan, this RSU Agreement, and other incidental communication materials that Participant may receive have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under applicable securities laws in Hong Kong. Furthermore, none of the documents relating to the Plan have been reviewed by any regulatory authority in Hong Kong. Participant is advised to exercise caution in relation to the offer. If a Participant is in any doubt about any of the contents of the Plan, this RSU Agreement, any enrollment forms and other communication materials, Participant should obtain independent professional advice.

Nature of Scheme. The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance.

INDIA

Exchange Control Information. Participant must repatriate any funds received pursuant to the Plan (e.g., proceeds from the sale of Shares, dividends) to India within 90 days of receipt. Participant should obtain evidence of the repatriation of funds in the form of a foreign inward remittance certificate (“FIRC”) from the bank where Participant deposits the foreign currency. Participant should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the employer requests proof of repatriation.

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Notification Regarding Valuation of Shares for Tax Purposes. Current tax laws in India require that the value of the Shares be determined by a category 1 merchant banker registered with the Securities and Exchange Board of India. This value, which the employer will use for purposes of determining the appropriate amount of tax to withhold upon vesting of the RSU (or upon any other applicable taxable event), may differ from the market value of the Shares indicated on reports provided to Participant by the Company’s designated brokerage firm and/or the fair market value of the Shares determined under the Plan definition. Participant should consult with his or her personal tax advisor regarding the valuation of the Shares and the taxation of the RSU.

Foreign Asset/Account Reporting Information. Participant is required to declare any foreign bank accounts and assets (including Shares acquired under the Plan) on his or her annual tax return. Participant should consult with his or her personal tax advisor to determine Participant’s reporting requirements.

IRELAND

Retirement. In relation to Awards of RSUs granted to employees working under Irish contracts of employment the Administrator shall not exercise discretion to allow payments of RSUs on the termination of the Holder’s relationship as a Service Provider where that termination arises in the context of the Holder’s retirement.

Forfeiture and Clawback. The Administrator shall apply the provisions of Rule 21 to participants in Ireland in accordance with Applicable Law.

Data Privacy. The following provision shall apply in place of Section 3.10 of the RSU Agreement. A data privacy notice is available from the Irish employer in relation to the handling and processing of data in connection with the operation of the Plan and this RSU Agreement.

ITALY

Plan Document Acknowledgment. In accepting the grant of RSUs, Participant acknowledges that Participant has received a copy of the Plan and the RSU Agreement and has reviewed the Plan and the RSU Agreement in their entirety and fully understands and accepts all provisions of the Plan and the RSU Agreement. Participant further acknowledges that Participant has read and specifically and expressly approves the following sections of the RSU Agreement: Section 2.1(b) (Vesting), Section 2.2 (Tax Indemnity), Section 2.3 (Conditions to Issuance of Certificates), Article III (Other Provisions), and Exhibit B (Vesting Schedule).

Securities Laws. The offer and settlement of the RSUs do not require a prospectus to be submitted for approval to the Italian Securities and Exchange Commission (the “Commissione Nazionale per le Società e la Borsa” or “CONSOB”).

Data Protection. The following provision shall apply in place of Section 3.10 of the RSU Agreement.

It shall be a term and condition of this Award that Participant acknowledges that the processing, collection, use and transfer, in electronic or other form, of Participant’s personal “Data” (as defined below) by and among, as applicable, the Company Group is necessary for the purpose of implementing, administering and managing Participant’s participation in the Plan, and in any case Participant explicitly

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and unambiguously consents to it. The Company Group may hold certain personal information about Participant – as necessary for the above purposes - including, but not limited to, Participant’s name, home address and telephone number, e-mail address, date of birth, employee identification number, NRIC or passport number or equivalent, salary, nationality, job title, any Shares or directorships held in the Company Group, details of all options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). Data will not be disclosed and may only be communicated or transferred to such stock plan service providers as may be selected by the Company Group which are assisting the Company Group with the implementation, administration and management of the Plan. The recipients of the Data may be located in the United States of America or elsewhere (and, if Participant is a resident of a member state of the European Union, may be outside the European Economic Area) and the recipient’s country (e.g., the United States of America) may have different data privacy laws and protections than Participant’s country. Where the Data will be transferred any applicable statutory obligations relevant to personal data transfers will be taken into account and, where there is not an European Commission (EC) adequacy decision in place, appropriate safeguards pursuant to Article 46 of the GDPR will be in place. Participant may request a list with the names and addresses of all recipients of the Data, as well as more details on the above safeguards, by contacting Participant’s local human resources representative. Participant authorizes the Company Group and any other possible recipients which may assist the Company Group (currently or in the future) with implementing, administering and managing the Plan to process, receive, possess, use, retain and transfer the Data, in electronic or other form which can, in any case, guarantee their security and prevent unauthorized access thereto, for the purposes of implementing, administering and managing Participant’s participation in the Plan. Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. The Company Group may also make the Data available to public authorities where required under locally applicable law. Participant may, at any time, exercise the rights granted to Participant by the GDPR including the right to: view/access to Data; request additional information about the storage and processing of Data; require any necessary amendments to Data or refuse or withdraw the consents herein; obtain confirmation as to whether or not Data relating to Participant exists; know the source of the Data, the logic and the purposes underlying the processing; obtain the erasure, the transformation into an anonymous form or the blocking of the data which have been processed unlawfully, the updating, the rectification or the completion of the data; object, on legitimate grounds, to the processing of Data relating to Participant; obtain the Data portability; lodge a complaint before the local Data Protection Authority. The above rights can be exercised, in any case without cost, by contacting in writing Participant’s local human resources representative. Participant understands that the processing of Participant’s Data is necessary and Participant’s refusal to provide the Data may affect Participant’s ability to participate in the Plan. For more information on processing of Participant’s Data, Participant may contact Participant’s U.S. or local human resources representative. This Section applies to information held, used or disclosed in any medium. The controller of personal data processing is Xperi Inc. (located at 2190 Gold St., San Jose, California 95002, and its telephone number at that location is (408) 519-9100. The relevant local representative is Participant’s employer.

JAPAN

No Registration. An award of RSUs representing a right to receive a number of Shares under the Plan will be offered in Japan by a private placement to small number of subscribers (shoninzu muke kanyu), as provided under Article 23-13, Paragraph 4 of the Financial Instruments and Exchange Law of Japan (“FIEL”), and accordingly, the filing of a securities registration statement pursuant to Article 4, Paragraph 1 of the FIEL has not been made, and such Award may not be assigned or transferred by Participant.

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LATVIA

Consent to Personal Data Processing and Transfer. The following provisions shall apply in lieu of Section 3.10 of the RSU Agreement:

It shall be a term and condition of this Award that Participant acknowledges and consents to the collection, use, processing and transfer of personal data as described below. The Company Group holds certain personal information, including Participant’s name, home address and telephone number, date of birth, social security number or other employee tax identification number, employment history and status, salary, nationality, job title, and any equity compensation grants awarded, cancelled, purchased, vested, unvested or outstanding in Participant’s favor, for the only purpose of managing and administering the Plan (“Data”). The Company Group will transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. The Company Group may also make the Data available to public authorities where required under locally applicable law. These recipients may be located in the United States, the European Economic Area, or elsewhere, which Participant separately and expressly consents to, accepting that outside the European Economic Area, data protection laws may not be as protective as within. The third party currently assisting the Company in the implementation, administration and management of the Plan is E*TRADE Financial Corporate Services, Inc. However, from time to time, the Company Group may retain additional or different third parties for any of the purposes mentioned. Participant hereby authorizes the Company Group to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan on behalf of Participant to a third party with whom Participant may have elected to have payment made pursuant to the Plan. Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company through its local Human Resources Director; however, withdrawing the consent may affect Participant’s ability to participate in the Plan and receive the benefits under the RSU Agreement. Data will only be held as long as necessary to implement, administer and manage Participant’s participation in the Plan and any subsequent claims or rights.

MEXICO

Acknowledgment of the Agreement. By participating in the Plan, Participant acknowledges that Participant has received a copy of the Plan, has reviewed the Plan in its entirety and fully understands and accepts all provisions of the Plan. Participant further acknowledges that Participant has read and expressly approves the terms and conditions set forth in the RSU Agreement, in which the following is clearly described and established: (a) Participant’s participation in the Plan does not constitute an acquired right; (b) the Plan and Participant’s participation in the Plan are offered by the Company on a wholly discretionary basis; (c) Participant’s participation in the Plan is voluntary; and (d) the Company and its Subsidiaries are not responsible for any decrease in the value of the underlying shares.

Reconocimiento del Contrato. Al participar en el Plan, usted reconoce que ha recibido una copia del Plan, que ha revisado el Plan en su totalidad, y que entiende y acepta en su totalidad, todas y cada una de las disposiciones del Plan. Asimismo reconoce que ha leído y aprueba expresamente los términos y condiciones señalados en el párrafo titulado “RSU Agreement,” en lo que claramente se describe y establece lo siguiente: (i) su participación en el Plan no constituye un derecho adquirido; (ii) el Plan y su participación en el Plan son ofrecidos por la Compañía sobre una base completamente discrecional; (iii) su participación en el Plan es voluntaria; y (iv) la Compañía y sus Afiliadas no son responsables de ninguna por la disminución en el valor de las Acciones subyacentes.

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Labor Law Policy and Acknowledgment. By participating in the Plan, Participant expressly recognizes that Xperi Inc., with registered offices at 2190 Gold St., San Jose, California 95002, USA, is solely responsible for the administration of the Plan and that Participant’s participation in the Plan and acquisition of shares does not constitute an employment relationship between Participant and the Company since Participant is participating in the Plan on a wholly commercial basis. Based on the foregoing, Participant expressly recognizes that the Plan and the benefits that Participant may derive from participation in the Plan do not establish any rights between Participant and the Company and do not form part of the employment conditions and/or benefits provided by the Company and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of Participant’s employment.

Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue Participant’s participation at any time without any liability to Participant.

Finally, Participant hereby declares that Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and Participant therefore grants a full and broad release to the Company, its Subsidiaries, branches, representation offices, its shareholders, officers, agents or legal representatives with respect to any claim that may arise.

Política de Legislación Laboral y Reconocimiento. Al participar en el Plan, usted reconoce expresamente que Xperi Inc., con oficinas registradas en 2190 Gold St., San Jose, California 95002, Estados Unidos de América, es la única responsable por la administración del Plan, y que su participación en el Plan, así como la adquisición de las Acciones, no constituye una relación laboral entre usted y la Compañía, debido a que usted participa en el plan sobre una base completamente mercantil. Con base en lo anterior, usted reconoce expresamente que el Plan y los beneficios que pudiera obtener por su participación en el Plan, no establecen derecho alguno entre usted y la Compañía, y no forman parte de las condiciones y/o prestaciones laborales que la Compañía ofrece, y que las modificaciones al Plan o su terminación, no constituirán un cambio ni afectarán los términos y condiciones de su relación laboral.

Asimismo usted entiende que su participación en el Plan es el resultado de una decisión unilateral y discrecional de la Compañía; por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o suspender su participación en cualquier momento, sin que usted incurra en responsabilidad alguna.

Finalmente, usted declara que no se reserva acción o derecho alguno para interponer reclamación alguna en contra de la Compañía, por concepto de compensación o daños relacionados con cualquier disposición del Plan o de los beneficios derivados del Plan, y por lo tanto, usted libera total y ampliamente de toda responsabilidad a la Compañía, a sus Afiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, con respecto a cualquier reclamación que pudiera surgir.

NORWAY

Data Protection. The following provision shall apply in place of Section 3.10 of the RSU Agreement.

The Company Group will process Participant’s personal data to the extent that this is necessary to fulfil the RSU Agreement and implement, administer and manage Participant’s participation in the Plan. The legal grounds for such processing is in part GDPR article 6 nr. 1 c), as the processing is necessary to fulfil an agreement with Participant, and in part GDPR article 6 nr. 1 f) as the processing is necessary for fulfilling the legitimate interest of Participant in participating in the Plan and the Company Group’s interest

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in offering Participant participation in the Plan. The Company Group’s processing of personal data is a contractual requirement for participating in the Plan. The Company Group holds certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, e-mail address, date of birth, employee identification number, NRIC or passport number or equivalent, salary, nationality, job title, any Shares or directorships held in the Company, details of all options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”).

The Data is collected from: the Company or Participant’s local employer.

Data will be transferred to such stock plan service providers as may be selected by the Company which are assisting the Company with the implementation, administration and management of the Plan. The recipients of the Data may be located in the United States of America or elsewhere (and, if Participant is a resident of a member state of the European Union, may be outside the European Economic Area) and that the recipient’s country (e.g., the United States of America) may have different data privacy laws and protections than Participant’s country. When transferring Data outside of the EEA, the Company Group will ensure that Participant’s Data is secured in an adequate manner either by making use of EEA approved data transfer agreements with the recipients, by ensuring that the recipients are subject to EEA approved certification mechanisms or having in place other legal safeguards. Participant can receive more information on the transfer of Data outside of the EEA and the safeguards Company Group has in place by contacting Participant’s local human resources department.

Participant may request a list with the names and addresses of all recipients of the Data by contacting his or her local human resources representative.

Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. The Company may also make the Data available to public authorities where required under locally applicable law. Participant may, at any time, request access to a copy of Data, request additional information about the storage and processing of Data, require any necessary amendments to and deletion of Data, have Data restricted from processing, to receive or have Data transferred to another party in a machine-readable format, or object to the processing of data or withdraw any consents provided, in any case without cost, by contacting in writing Participant’s local human resources representative.

This Section applies to information held, used or disclosed in any medium. If Participant has any concerns about the Company Group’s processing of Data, Participant is entitled to lodge a complaint to the supervisory authority (Datatilsynet).

POLAND

Foreign Asset/Account Reporting Information. If a Participant maintains bank or brokerage accounts holding cash and foreign securities (including Shares) outside of Poland, (or holds other qualifying foreign assets or liabilities) Participant will be required to report information to the National Bank of Poland on foreign assets and liabilities if the value of such cash and securities (together with other qualifying foreign assets or liabilities) exceeds equivalent of PLN 7,000,000. If required, such reports must be filed on a quarterly basis, within 26 days following the end of each calendar quarter, on special forms available on the website of the National Bank of Poland.

Exchange Control Information. A transfer of funds in excess of 15,000 euro or its equivalent in other countries into Poland must be made through a bank account in Poland. Participants are required to store all documents connected with any foreign exchange transactions for a period of five years from the end of the year in which such transaction occurred.

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ROMANIA

Exchange Control Information. Under Romanian Foreign Exchange Regulations, Participant is not required to seek authorization from the National Bank of Romania to participate in the Plan. Further, Participant is not required to seek special authorization from the National Bank of Romania in order to open or operate a foreign bank account, nor is Participant required to repatriate income Participant receives upon the sale of Shares. If Participant deposits the proceeds from the sale of Shares in a bank account in Romania, Participant may have to provide the Romanian bank with appropriate documentation regarding the receipt of the income.

SINGAPORE

Securities Law Information. The award of RSUs representing a right to receive a number of Shares pursuant to the Plan is being made in reliance of Section 273(1)(f) of the Securities and Futures Act (Cap. 289 of Singapore) (“SFA”) for which it is exempt from the prospectus requirements under the SFA.

Director / CEO Notification Obligation. If Participant is a director or chief executive officer (as applicable) of a company incorporated in Singapore which is related to the Company (“Singapore Company”), Participant is subject to certain disclosure/notification requirements under the Companies Act (Cap. 50) of Singapore. Among these requirements is an obligation to notify the Singapore Company in writing when Participant acquires an interest (such as shares, debentures, participatory interests, rights, options and contracts) in the Company (e.g., the RSUs, the Shares or any other award). In addition, Participant must notify the Singapore Company when Participant disposes of such interest in the Company (including when Participant sells Shares issued upon vesting and settlement of the Award). These notifications must be made within two days of acquiring or disposing of any such interest in the Company. In addition, a notification of Participant’s interests in the Company must be made within two (2) business days of becoming a director or chief executive officer (as applicable).

In this regard:

(a)    A “director” includes any person occupying the position of a director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors or the majority of the directors of a corporation are accustomed to act and an alternate or substitute director.

(b)    A “chief executive officer”, in relation to a company, means any one or more persons, by whatever name described, who:

(i)    is in direct employment of, or acting for or by arrangement with, the company; and

(ii)    is principally responsible for the management and conduct of the business of the company, or part of the business of the company, as the case may be.

(c)    The Singapore Company will be deemed to be related to the Company if the Singapore Company is:

(i)    the holding company of the Company;

(ii)    a subsidiary of the Company; or

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(iii)    a subsidiary of the holding company of the Company.

(d)    “Business day” means any day other than a Saturday, Sunday or public holiday in Singapore.

Tax Consequences. Participant agrees to indemnify and keep indemnified the Company, its Parent or any Subsidiary from and against any Tax Liability.

In the event that Participant should be granted an award under this RSU Agreement in connection with Participant’s employment in Singapore, any gains or profits enjoyed by Participant arising from the vesting of such RSUs will be taxable in Singapore as part of Participant’s employment remuneration regardless of when the RSUs vest or where Participant is at the time the RSUs vest. Participant may, however, be eligible to enjoy deferment of such taxes under incentive schemes operated by the Inland Revenue Authority of Singapore if the qualifying criteria relating thereto are met. Participant is advised to seek professional tax advice as to Participant’s tax liabilities including, to the extent Participant is a foreigner, how such gains or profits aforesaid will be taxed at the time Participant ceases to work in Singapore.

All taxes (including income tax) arising from the Award or the vesting of any RSUs hereunder shall be borne by Participant.

Where Participant is a non-citizen of Singapore and about to leave employment with the Employing Entity (as defined below), the Employing Entity may be required under the Income Tax Act (Cap. 134) of Singapore to deduct or withhold taxes arising from the vesting of the RSUs from Participant’s emoluments. An amount equal to the tax amount required to be deducted or withheld will have to be so deducted or withheld by the Employing Entity and paid to the Singapore tax authorities. Emoluments include income from gains or profits from any employment, which includes any wages, salary, leave pay, fee, commission, bonus, gratuity, perquisite or allowance (other than certain types of allowance) paid or granted in respect of the employment whether in money or otherwise, and any gains or profits, directly or indirectly, derived by any person from a right or benefit to acquire shares in any company where such right or benefit is obtained by reason of any office or employment held by him or her. “Employing Entity” shall mean the Company, a Singapore subsidiary of the Company, other affiliated company or any other person paying such emoluments, whether on his or her account or on behalf of another person.

SOUTH AFRICA

Exchange Control Notification. Participant may be subject to foreign asset declaration and/or reporting requirements as a result of the grant or vesting of the RSUs, the acquisition, holding and/or transfer of the Shares or cash (including the proceeds arising from the sale of the Shares) from Participant’s participation in the Plan and/or the opening and maintaining of a brokerage or bank account in connection with the Plan. In addition, proceeds from the sale of Shares may be required to be remitted to South Africa during a designated period in accordance with exchange control and other requirements in South Africa. Participant should consult Participant’s advisor with respect to such requirements.

Companies Act. The award of the RSUs (and any subsequent issue of Shares) is only being made available in South Africa to Participants who are employees or contractors of the Company (or any parent or subsidiary) and to whom this RSU grant notice is specifically addressed. Accordingly: (i) the award of RSUs and Shares are not an “offer to the public” as contemplated in the South African Companies Act, 2008 (the “Companies Act”); (ii) the information contained in this document does not, nor does it intend to, constitute a “registered prospectus” or an “advertisement” in relation to an “offer to the public”, as

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contemplated by the Companies Act and the South African Companies Regulations of 2011 (the “Companies Regulations”); and (iii) no prospectus has been filed with the South African Companies and Intellectual Property Commission (“CIPC”) in respect of the RSUs and Shares. As a result, this Notice and its exhibits do not comply with the substance and form requirements for a prospectus set out in the Companies Act and the Companies Regulations, and has not been approved by, and/or registered with, the CIPC.

Data Protection. The following provision shall apply in place of Section 3.10 of the RSU Agreement.

It shall be a term and condition of this Award that Participant explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of Participant’s personal “Data” (as defined below) by and among, as applicable, the Company Group for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. The Company Group holds certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, e-mail address, date of birth, employee identification number, NRIC or passport number or equivalent, salary, nationality, race, gender, job title, any Shares or directorships held in the Company, details of all options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). Data will be transferred to such stock plan service providers as may be selected by the Company which are assisting the Company with the implementation, administration and management of the Plan. The recipients of the Data may be located in the United States of America or elsewhere and that the recipient’s country (e.g., the United States of America) may have different data privacy laws and protections than Participant’s country. Participant may request a list with the names and addresses of all recipients of the Data by contacting his or her local human resources representative. The Company Group and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Participant’s participation in the Plan. Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan or such longer period as may be necessary for historical, statistical or research purposes. The Company may also make the Data available to public authorities where required under locally applicable law. Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Participant’s local human resources representative. Participant’s refusal to provide consent or withdrawal of consent may affect Participant’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, Participant may contact his or her U.S. human resources representative. This Section applies to information held, used or disclosed in any medium.

In addition, Participant hereby consents to Participant’s personal information being collected by the Company, as the responsible party and, in appropriate instances, transferred outside of South Africa. Participants are required to make their personal information available in order to participate in the Plan and failure to do so may result in them not being able to participate in the Plan. Data will be transferred to such stock plan service providers as may be selected by the Company which are assisting the Company with the implementation, administration and management of the Plan and Participant hereby agrees to such transfers. As provided above, Participant may contact in writing Participant’s local human resources representative. In addition, Participant has the right to lodge a complaint to the Information Regulator regarding alleged interference with the protection of Participant’s personal information.

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SOUTH KOREA

Exchange Control Information. To remit funds out of Korea to settle the RSUs by a cash-settlement method, Participant must obtain a confirmation of the remittance by a foreign exchange bank in Korea. This is an automatic procedure, (i.e., the bank does not need to approve the remittance and the process should not take more than a single day). Participant likely will need to present the bank processing the transaction supporting documentation evidencing the nature of the remittance.

If Participant realizes USD $500,000 or more from the sale of Shares, Korean exchange control laws require Participant to repatriate the proceeds to Korea within eighteen (18) months of the sale.

SWEDEN

Data Protection. The following provisions shall apply in lieu of Section 3.10 of the RSU Agreement:

Participant acknowledges that personal data will be collected, used, processed and transferred by and among, as applicable, the Company Group for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. The Company Group holds certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, e-mail address, date of birth, social security number, salary, nationality, job title, any Shares or directorships held in the Company, details of all options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). The legal basis for the processing of personal data is that the processing will be necessary in order to fulfil the agreement with Participant (i.e., the Plan). Data will be transferred to such stock plan service providers as may be selected by the Company which are assisting the Company with the implementation, administration and management of the Plan. The recipients of the Data may be located in the United States of America or elsewhere (and, if Participant is a resident of a member state of the European Union, may be outside the European Economic Area) and that the recipient’s country (e.g., the United States of America) may have different data privacy laws and protections than Participant’s country. In these cases, the Company will put in place appropriate safeguards to protect Data in connection with the transfer. Participant may request a list with the names and addresses of all recipients of the Data and the safeguards put in place by contacting Participant’s local human resources representative. Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan and any subsequent claims or rights. The Company may also make the Data available to public authorities where required under locally applicable law. Participant may, at any time, review Data and request inaccurate Data to be corrected. In some circumstances and in accordance with applicable law, Participant may have the right to request that Participant’s Data is erased or that the processing of Participant’s Data is restricted. Furthermore, Participants may have the right to object to the processing of Participant’s Data and to request that Participant’s Data is transferred in a machine-readable format to another controller. Any such requests can be made by contacting the Company through its local Human Resources Director. Participant may also lodge a complaint regarding the processing of Data with the competent supervisory authority.

SWITZERLAND

Securities Law. The Plan and this RSU Agreement are not intended to constitute an offer or solicitation to purchase or invest in the RSUs. The RSUs may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and no application has or will be made to admit the RSUs to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither the Plan, this RSU Agreement nor any other offering or marketing material relating to the RSUs constitutes a prospectus pursuant to the FinSA, and neither the Plan, this RSU Agreement nor any other offering or marketing material relating to the RSUs may be publicly distributed or otherwise made publicly available in Switzerland.

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Data Protection. The following provisions shall apply in lieu of Section 3.10 of the RSU Agreement:

It shall be a term and condition of this Award that Participant acknowledges and explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal “Data” (as defined below) for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. The Company Group holds certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, e-mail address, date of birth, employee identification number, NRIC or passport number or equivalent, employment history and status, salary, nationality, job title, any Shares or directorships held in the Company, details of all options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor. Data will be transferred to such stock plan service providers as may be selected by the Company which are assisting the Company with the implementation, administration and management of the Plan. The Company may also make the Data available to public authorities where required under locally applicable law. The recipients of the Data may be located in the United States of America, the European Union or elsewhere, which Participant separately and expressly consents to, accepting that outside the European Union, data protection laws may not be as protective as within. The third party currently assisting the Company in the implementation, administration and management of the Plan is E*TRADE Financial Corporate Services, Inc. The Company may retain additional or different third parties for any of the purposes mentioned, on which the Company will inform Participant and, if necessary, seek Participant’s additional consent. Participant may, at any time, review Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting the Company in writing through its local human resources representative; however, withdrawing the consent may affect Participant’s ability to participate in the Plan and receive the benefits under the RSU Agreement. For more information on the consequences of refusal to consent or withdrawal of consent, Participant may contact Participant’s U.S. human resources representative. This Section applies to information held, used or disclosed in any medium. Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan and any subsequent claims or rights.

TAIWAN

General. Participant acknowledges and agrees that he or she may be required to do certain acts and/or execute certain documents in connection with the grant of the RSUs, the vesting of the RSUs and the disposition of the resulting Shares, including but not limited to obtaining foreign exchange approval for remittance of funds and other governmental approvals within the Republic of China. Participant shall pay his or her own costs and expenses with respect to any event concerning a holder of the RSUs, or Shares received upon the vesting thereof, arising as a result of the Plan.

Securities Laws. Participant fully understands that the offer of the RSUs has not been and will not be registered with or approved by the Financial Supervisory Commission of the Republic of China pursuant to relevant securities laws and regulations and the RSUs may not be offered or sold within the Republic of China through a public offering or in circumstances which constitute an offer within the meaning of the Securities and Exchange Law of the Republic of China that requires a registration or approval of the Financial Supervisory Commission of the Republic of China.

Outside Scope of Employment Contract. By accepting the grant of the RSUs, Participant acknowledges and agrees that: (a) the value of the RSUs is outside the scope of Participant’s employment

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contract, if any; (b) the value of the RSUs is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; and (c) the Company does not guarantee any future value of the underlying Shares. Participant acknowledges that any agreement in connection with the RSUs is between Participant and the Company, and that Participant’s local employer is not a party to such agreements.

Exchange Control Information. If Participant is Taiwan resident (those who are over 20 years of age and holding a Republic of China citizen’s ID Card, Taiwan Resident Certificate or an Alien Resident Certificate that is valid for a period no less than one year), Participant may acquire and remit foreign currency (including proceeds from the sale of Shares) into and out of Taiwan up to USD $5,000,000 per year. If the transaction amount is TWD $500,000 or more in a single transaction, Participant must submit a foreign exchange transaction form and also provide supporting documentation to the satisfaction of the remitting bank. If the transaction amount is USD $500,000 or more, Participant may be required to provide additional supporting documentation (including the contracts for such transaction, approval letter, etc.) to the satisfaction of the remitting bank. Participant acknowledges that Participant is advised to consult Participant’s personal advisor to ensure compliance with applicable exchange control laws in Taiwan.

UNITED KINGDOM

Eligible Participants. Notwithstanding anything to the contrary in the Plan or this RSU Agreement, in the United Kingdom only Employees of the Company or any Parent or Subsidiaries are eligible to be granted RSUs. Other persons who are not Employees are not eligible to receive RSUs in the United Kingdom. This RSU Agreement forms the rules of the employee share scheme applicable to, amongst others, the United Kingdom-based Employees of the Company and any Parent or Subsidiaries. All Awards granted to Employees of the Company or any Parent or Subsidiaries who are based in the United Kingdom will be granted on similar terms.

Special Tax Provisions. If Participant is a resident of the United Kingdom, then Participant’s “Tax Liability” shall also include Participant’s National Insurance Contributions or any National Insurance Contributions of the Company Group that are attributable to the vesting or distribution of the RSUs or otherwise pursuant to this RSU Agreement. In addition, at the discretion of the Company, the RSUs will not vest until Participant has entered into an election with the Company (or such other member of the Company Group that is Participant’s employer) (as appropriate) in a form approved by the Company and Her Majesty’s Revenue & Customs (a “Joint Election”) under which any liability of the Company Group for the employer’s National Insurance contributions arising in respect of the vesting or distribution of the RSUs, the disposal of any Shares issued pursuant to the distribution of the RSUs or otherwise pursuant to this RSU Agreement is transferred to and met by Participant.

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EX-10.15

Exhibit 10.15

XPERI INC.

2022 EQUITY INCENTIVE PLAN

1.    Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Restricted Stock, Performance Awards, Dividend Equivalents, Restricted Stock Units, Stock Payments and Stock Appreciation Rights may also be granted under the Plan.

2.    Definitions. As used herein, the following definitions shall apply:

(a)    “Administrator” means the Board or any of its Committees as shall be administering the Plan in accordance with Section 4 hereof.

(b)    “Applicable Laws” means the requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are granted under the Plan.

(c)    “Award” shall mean an Option, a Restricted Stock award, a Performance Award, a Dividend Equivalents award, a Restricted Stock Unit award, a Stock Payment award or a Stock Appreciation Right which may be awarded or granted under the Plan.

(d)    “Award Agreement” shall mean a written or electronic agreement between the Company and the Holder which shall contain such terms and conditions with respect to an Award as the Administrator shall determine, consistent with the Plan.

(e)    “Board” means the Board of Directors of the Company.

(f)    “Change of Control” shall mean and include each of the following:

(i)    A transaction or series of transactions (other than an offering of the Company’s Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

(ii)    The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a

merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

(A)    Which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(B)    After which no person or group beneficially owns voting securities representing fifty percent (50%) or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 2(f)(ii)(B) as beneficially owning fifty percent (50%) or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.

The Administrator shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change of Control of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change of Control and any incidental matters relating thereto.

Notwithstanding the foregoing, if a Change of Control constitutes a payment event with respect to any portion of an Award that provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event described in subsection (i) or (ii) above with respect to such Award (or portion thereof) must also constitute a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Section 409A.

(g)    “Code” means the Internal Revenue Code of 1986, as amended, or any successor statute or statutes thereto. Reference to any particular section of the Code shall include any successor section.

(h)    “Committee” means a committee of Directors appointed by the Board in accordance with Section 4 hereof.

(i)    “Common Stock” means the Common Stock of the Company.

(j)    “Company” means Xperi Inc., a Delaware corporation.

(k)    “Consultant” means any consultant or adviser if: (i) the consultant or adviser renders bona fide services to the Company or any Parent or Subsidiary of the Company; (ii) the services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) the consultant or adviser is a natural person who has contracted directly with the Company or any Parent or Subsidiary of the Company to render such services.

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(l)    “Director” means a member of the Board of Directors of the Company.

(m)    “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.

(n)    “Dividend Equivalent” shall mean a right to receive the equivalent value (in cash or Common Stock) of dividends paid on Common Stock, awarded under Section 10(c) of the Plan.

(o)    “DRO” shall mean a domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder.

(p)    “Employee” means any person, including executive officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 181st day of such leave any Incentive Stock Option held by the Holder shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

(q)    “Equity Restructuring” shall mean a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of shares of Common Stock (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per share value of the Common Stock underlying outstanding Awards.

(r)    “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto. Reference to any particular section shall include any successor section.

(s)    “Fair Market Value” means, as of any given date, the value of Common Stock determined as follows:

(i)    If the Common Stock is listed on any established stock exchange or a national market system, its Fair Market Value shall be the closing sales price for the Common Stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for such date, or if no bids or sales were reported for such date, then the closing sales price (or the closing bid, if no sales were reported) on the trading date immediately prior to such date during which a bid or sale occurred, in each case, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

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(ii)    If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean of the closing bid and asked prices for the Common Stock on such date, or if no closing bid and asked prices were reported for such date, the date immediately prior to such date during which closing bid and asked prices were quoted for the Common Stock, in each case, as reported in The Wall Street Journal or such other source as the administrator deems reliable; or

(iii)    In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator.

(t)    “Holder” means the holder of an outstanding Award granted under or issued pursuant to the Plan.

(u)    “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

(v)    “Non-Employee Director” means a Director who is not an Employee of the Company.

(w)    “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option, or which is designated as an Incentive Stock Option by the Administrator but fails to qualify as an incentive stock option within the meaning of Section 422 of the Code.

(x)    “Option” means a stock option granted pursuant to the Plan.

(y)    “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(z)    “Performance Award” shall mean a cash bonus, stock bonus or other performance or incentive award that is paid in cash, Common Stock or a combination of both, awarded under Section 10(b) of the Plan.

(aa)    “Performance Criteria” shall mean the criteria (and adjustments) that the Administrator selects for purposes of establishing the Performance Goal or Performance Goals for the Holder of a Performance Period, determined as follows:

(i)    The Performance Criteria that will be used to establish Performance Goals may relate to any business criteria with respect to the Company, any Subsidiary or any division or operating unit thereof, including, without limitation, the following: (A) revenue or billings, (B) sales, (C) cash flow, (D) earnings per share of Common Stock (including earnings before any one or more of the following: (1) interest, (2) taxes, (3) depreciation, (4) amortization, (5) goodwill impairment charges or (6) non-cash equity-based compensation expense), (E) return on equity, (F) total stockholder return, (G) return on invested capital, (H) return on assets or net assets, (I) income or net income or pre-tax income, (J) operating income or net operating income, (K) operating profit or net operating profit, (L) operating margin, (M) cost reductions or savings or expense management, (N) appreciation in the Fair Market Value of a share of Common Stock, (O) research and development expenses (including research and development expenses as a percentage of sales or revenues), (P) working capital, (Q) market share, (R) completion of acquisitions and

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partnerships, (S) implementation of new technology by customers or partners, (T) completion of settlements and/or licensing arrangements, (U) new product or technology development milestones, (V) comparisons with various stock market indices, (W) capital raised in financing transactions or other financing milestones, or (X) financial ratios. The Administrator shall define the manner of calculating the Performance Criteria it selects to use for such Performance Period for such Holder, any of which may be measured either in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices.

(ii)    The Administrator may, in its sole discretion, provide that one or more adjustments will be made to one or more of the Performance Goals established for any Performance Period. Such adjustments may include, but are not limited to, one or more of the following: (A) items related to a change in accounting principles, (B) items relating to financing activities, (C) expenses for restructuring or productivity initiatives, (D) non-cash charges, including those relating to share-based awards, (E) other non-operating items, (F) items related to acquisitions or other strategic transactions, (G) items attributable to the business operations of any entity acquired by us during the Performance Period, (H) items related to the disposal of a business or segment of a business, (I) items related to discontinued operations that do not qualify as a segment of a business under generally accepted accounting principles, (J) items attributable to any stock dividend, stock split, combination or exchange of shares occurring during the Performance Period, (K) any other items of significant income or expense which are determined to be appropriate adjustments, (L) items relating to unusual or extraordinary corporate transactions, events or developments, (M) items related to amortization of acquired intangible assets, (N) items that are outside the scope of the Company’s core, on-going business activities, or (O) items relating to any other unusual or nonrecurring events or changes in applicable laws or business conditions.

(bb)    “Performance Goals” means, for a Performance Period, the goals established in writing by the Administrator for the Performance Period. Performance Goals may be expressed in terms of overall Company performance or the performance of a Subsidiary, division, other operational unit or an individual.

(cc)    “Performance Period” means the one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, an Award.

(dd)    “Plan” means this Xperi Inc. 2022 Equity Incentive Plan.

(ee)    “Restricted Stock” means shares of Common Stock awarded under Section 8 below.

(ff)    “Restricted Stock Unit” shall mean a contractual right awarded under Section 9 to receive in the future a Share or the cash value of a Share.

(gg)    “Rule 16b-3” means that certain Rule 16b-3 under the Exchange Act, as such rule may be amended from time to time.

(hh)    “Section 16(b)” means Section 16(b) of the Exchange Act.

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(ii)    “Securities Act” means the Securities Act of 1933, as amended, or any successor statute or statutes thereto. Reference to any particular Securities Act section shall include any successor section.

(jj)    “Service Provider” means an Employee, Director or Consultant.

(kk)    “Share” means a share of the Common Stock, as adjusted in accordance with Section 13 below.

(ll)    “Stock Appreciation Right” shall mean a stock appreciation right granted under Section 11 of the Plan.

(mm)     “Stock Payment” shall mean a payment in the form of shares of Common Stock awarded under Section 10(d) of the Plan.

(nn)    “Substitute Awards” shall mean awards granted pursuant to Section 3(c) below.

(oo)    “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

3.    Stock Subject to the Plan.

(a)    Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares which may be subject to Awards under the Plan is [●]¹ Shares, plus an annual increase on the first day of each year beginning in 2023 and ending in 2032, equal to the lesser of (A) five percent (5%) of the Shares outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of Shares as determined by the Board or the Committee. Shares issued upon exercise of Awards may be authorized but unissued, or reacquired Common Stock. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares which may be issued pursuant to the exercise of Incentive Stock Options is [●].²

(b)    If any Shares subject to an Award are forfeited or expire or such Award is settled for cash (in whole or in part), the Shares subject to such Award shall, to the extent of such forfeiture, expiration or cash settlement, again be available for future grants of Awards under the Plan in an amount corresponding to the reduction in the share reserve previously made in accordance with Section 3(a) with respect to such Award. The following Shares shall also be added back to the Shares authorized for grant under Section 3(a) and be available for future grants of Awards: (i) Shares tendered by a Holder or withheld by the Company in payment of the exercise price of an Option or Stock Appreciation Right; (ii) Shares tendered by the Holder or withheld by the Company to satisfy any tax withholding obligation with respect to an Award; (iii) Shares

¹  To be equal to 10% of the total shares outstanding for the issuance of new awards to employees and other service providers following the spin and an additional number of shares to reflect the converted awards which will be determined based on the final distribution ratio.

²  To be equal to initial share reserve in respect of shares available for issuance pursuant to new awards granted after the spin.

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subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right on exercise thereof. Notwithstanding anything to the contrary contained herein, Shares repurchased by the Company on the open market with the cash proceeds from the exercise of Options or Stock Appreciation Rights will not be added back to the Shares authorized for grant under Section 3(a) and will not be made available for future grants of Awards. Any Shares forfeited by the Holder or repurchased by the Company under Section 8(b) at a price not greater than the price originally paid by the Holder so that such Shares are returned to the Company will again be available for Awards in an amount corresponding to the reduction in the share reserve previously made in accordance with Section 3(a) with respect to such Award. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the Shares available for issuance under the Plan. Notwithstanding the provisions of this Section 3(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code.

(c)    Shares issued under Awards granted in assumption, substitution or exchange for previously granted awards of a company acquired by the Company (“Substitute Awards”) shall not reduce Shares available under Plan. Available shares under a shareholder approved plan of an acquired company (as appropriately adjusted to reflect such acquisition) may be used for Awards under this Plan and shall not reduce the number of Shares available under this Plan, except as required by the rules of any applicable stock exchange.

4.    Administration of the Plan.

(a)    Administrator. A Committee of the Board shall administer the Plan and the Committee shall consist solely of two or more Non-Employee Directors each of whom is a “non-employee director” within the meaning of Rule 16b-3, and such Committee shall be otherwise comprised to comply with all Applicable Laws. Within the scope of such authority, the Board or the Committee may delegate to a committee of one or more members of the Board who are not “non-employee directors,” within the meaning of Rule 16b-3, the authority to grant Awards under the Plan to eligible persons who are not then subject to Section 16 of the Exchange Act. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan except with respect to matters which under Rule 16b-3, or any regulations or rules issued thereunder, are required to be determined in the sole discretion of the Committee. Notwithstanding the foregoing, the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Awards granted to Non-Employee Directors.

(b)    Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its discretion:

(i)    to determine the Fair Market Value;

(ii)    to select the Service Providers to whom Awards may from time to time be granted hereunder;

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(iii)    to determine the number of Shares to be covered by each such Award granted hereunder;

(iv)    to approve forms of agreement for use under the Plan;

(v)    to determine the terms and conditions of any Awards granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vi)    to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws; and

(vii)    to construe and interpret the terms of the Plan and awards granted pursuant to the Plan.

(c)    Effect of Administrator’s Decision. All decisions, determinations and interpretations of the Administrator shall be final and binding on all Holders.

5.    Eligibility.

(a)    General Eligibility. Awards may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.

(b)    No Right to Continuing Service. Neither the Plan nor any Award shall confer upon any Holder any right with respect to continuing the Holder’s relationship as a Service Provider with the Company, nor shall it interfere in any way with his or her right or the Company’s right to terminate such relationship at any time, with or without cause.

(c)    Award Limit. No Service Provider shall be granted, in any calendar year, Awards to purchase more than 1,500,000 Shares. The foregoing limitation shall be adjusted proportionately in connection with any change in the Company’s capitalization as described in Section 13. For purposes of this Section 5(c), if an Option is canceled in the same calendar year it was granted (other than in connection with a transaction described in Section 13), the canceled Option will be counted against the limit set forth in this Section 5(c). For this purpose, if the exercise price of an Option is reduced, the transaction shall be treated as a cancellation of the Option and the grant of a new Option. In addition, the maximum amount that may be paid in cash during any calendar year with respect to any Award initially payable in cash shall be $1,500,000. The maximum aggregate grant date fair value of Awards granted to a Non-Employee Director as compensation for services as a Non-Employee Director in any calendar year, as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto, shall be $750,000. The limits on Awards set forth in this Section 5(c) are referred to herein collectively as the “Award Limits.”

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6.    Term of Plan. This Plan shall become effective on the date it is approved by the Company’s stockholders (the “Effective Date”) and shall continue in effect until the tenth anniversary of the Effective Date, unless terminated earlier under Section 15 of the Plan. No Awards may be granted or awarded during any period of suspension or after termination of the Plan, and, notwithstanding anything herein to the contrary, in no event may any Incentive Stock Option be granted under this Plan after the tenth anniversary of the Effective Date.

7.    Terms of Options.

(a)    Limitations on Incentive Stock Options. Each Option shall be designated in the applicable Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Holder during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 7(a), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.

(b)    Term of Option. The term of each Option shall be stated in the applicable Award Agreement; provided, however, that the term of an Option shall be no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Holder who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement.

(c)    Option Exercise Price. The per share exercise price for the Shares to be issued upon exercise of an Option shall be such price as is determined by the Administrator; provided, however, that the per Share exercise price shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant (or, as to Incentive Stock Options, on the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). In the case of an Incentive Stock Option granted to an Employee who, at the time of grant of such Option, owns (or is treated as owning under Section 424 of the Code) stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the exercise price per Share shall be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code).

(d)    Exercise of Option.

(i)    Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be vested and exercisable according to the terms hereof at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. Unless the Administrator provides otherwise, vesting of Options granted hereunder shall be tolled during any unpaid leave of absence. An Option may not be exercised for a fraction of a Share.

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An Option shall be deemed exercised when the Company receives: (A) written or electronic notice of exercise (in accordance with the Award Agreement) from the person entitled to exercise the Option, (B) such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with Applicable Laws, (C) upon the exercise of all or a portion of an unvested Option pursuant to Section 7(f), a Restricted Stock purchase agreement in a form determined by the Administrator and signed by the Holder or other person then entitled to exercise the Option or such portion of the Option; and (D) full payment for the Shares with respect to which the Option is exercised, including payment of any applicable withholding tax. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan.

Shares issued upon exercise of an Option shall be issued in the name of the Holder or, if requested by the Holder, in the name of the Holder and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 13 of the Plan.

(ii)    Termination of Relationship as a Service Provider. If a Holder ceases to be a Service Provider other than by reason of the Holder’s death or Disability, such Holder may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for three (3) months following the Holder’s termination. If, on the date of termination, the Holder is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Holder does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(iii)    Disability of Optionee. If a Holder ceases to be a Service Provider as a result of the Holder’s Disability, the Holder may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for twelve (12) months following the Holder’s termination. If, on the date of termination, the Holder is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Holder does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(iv)    Death of Optionee. If a Holder dies while a Service Provider, the Option may be exercised within such period of time as is specified in the Award Agreement, by the Holder’s estate or by a person who acquires the right to exercise the Option by bequest or inheritance, to the extent that the Option is vested on the date of death (but in no event later than

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the expiration of the term of such Option as set forth in the applicable Notice of Grant). In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for twelve (12) months following the Holder’s termination. If, at the time of death, the Holder is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the Plan. The Option may be exercised by the executor or administrator of the Holder’s estate or, if none, by the person(s) entitled to exercise the Option under the Holder’s will or the laws of descent or distribution. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(e)    Regulatory Extension. A Holder’s Award Agreement may provide that if the exercise of the Option following the termination of the Holder’s status as a Service Provider (other than upon the Holder’s death or Disability) would be prohibited at any time solely because the issuance of shares would violate the registration requirements under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in Section 7(b) or (ii) the expiration of a period of thirty (30) days after the termination of the Holder’s status as a Service Provider during which the exercise of the Option would not be in violation of such registration requirements.

(f)    Early Exercisability. The Administrator may provide in the terms of a Holder’s Award Agreement that the Holder may, at any time before the Holder’s status as a Service Provider terminates, exercise the Option in whole or in part prior to the full vesting of the Option; provided, however, that Shares acquired upon exercise of an Option which has not fully vested may be subject to any repurchase, forfeiture, transfer or other restrictions as the Administrator may determine in its sole discretion.

(g)    Options in Lieu of Compensation. Options may be granted under the Plan to Employees and Consultants in lieu of cash bonuses which would otherwise be payable to such Employees and Consultants and to Non-Employee Directors in lieu of directors’ fees which would otherwise be payable to such Non-Employee Directors, pursuant to such policies which may be adopted by the Administrator from time to time.

8.    Restricted Stock Awards.

(a)    Rights to Purchase. Restricted Stock may be issued to Service Providers either alone, in addition to, or in tandem with other Awards granted under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Restricted Stock under the Plan, it shall advise the offeree in writing or electronically of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid, if any, and the time within which such person must accept such offer; provided, however, that the purchase price shall be no less than the par value of the Common Stock to be purchased, unless otherwise permitted by applicable state law. Restricted Stock may also be awarded in consideration for past services actually rendered to the Company for its benefit. The offer shall be accepted by execution of an Award Agreement in the form determined by the Administrator.

(b)    Repurchase Option; Forfeiture. Unless the Administrator determines otherwise, the Award Agreement shall grant the Company a repurchase option exercisable upon the voluntary or

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involuntary termination of the Holder’s service with the Company for any reason (including death or Disability). If no cash consideration was paid by the Holder upon issuance, a Holder’s rights in unvested Restricted Stock shall be forfeited to the Company, without consideration, upon the voluntary or involuntary termination of the Holder’s service with the Company for any reason (including death or Disability). The purchase price for Shares repurchased by the Company pursuant to such repurchase right and the rate at which such repurchase right or forfeiture provisions shall lapse shall be determined by the Administrator in its sole discretion, and shall be set forth in the Award Agreement; provided, however, that by action taken after the Restricted Stock is issued, the Administrator may, on such terms and conditions as it may determine to be appropriate, remove any or all of the restrictions imposed by the terms of the Award Agreement. Restricted Stock may not be sold or encumbered until all restrictions are terminated or expire.

(c)    Other Provisions. The Award Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion.

(d)    Rights as a Stockholder. Subject to the last sentence of this Section 8(d), once Restricted Stock is issued, the Holder shall have rights equivalent to those of a stockholder, and shall be a stockholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment shall be made for a dividend or other right for which the record date is prior to the date the Restricted Stock is issued, except as provided in Section 13 of the Plan. In addition, with respect to a share of Restricted Stock, dividends which are paid prior to vesting shall only be paid out to the Holder to the extent that the vesting conditions are subsequently satisfied and the share of Restricted Stock vests.

9.    Restricted Stock Unit Awards.

(a)    Grant of Restricted Stock Units. The Administrator is authorized to grant Awards of Restricted Stock Units to any Service Provider selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator.

(b)    Purchase Price. The Administrator shall specify the purchase price, if any, to be paid by the Holder to the Company with respect to any Restricted Stock Unit award; provided, however, that value of the consideration shall not be less than the par value of a Share, unless otherwise permitted by Applicable Law.

(c)    Vesting of Restricted Stock Units. At the time of grant, the Administrator shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including, without limitation, vesting based upon the Holder’s duration of service to the Company or any Subsidiary, one or more Performance Criteria, Company performance, individual performance or other specific criteria, in each case on a specified date or dates or over any period or periods, as determined by the Administrator.

(d)    Maturity and Payment. At the time of grant, the Administrator shall specify the maturity date applicable to each grant of Restricted Stock Units, which shall be no earlier than the vesting date or dates of the Award and may be determined at the election of the Holder (if permitted

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by the applicable Award Agreement); provided, however, that except as otherwise determined by the Administrator, and subject to compliance with Section 409A of the Code, in no event shall the maturity date relating to each Restricted Stock Unit occur following the later of (i) the 15th day of the third month following the end of calendar year in which the applicable portion of the Restricted Stock Unit vests; or (ii) the 15th day of the third month following the end of the Company’s fiscal year in which the applicable portion of the Restricted Stock Unit vests. On the maturity date, the Company shall, in accordance with the applicable Award Agreement, transfer to the Holder one unrestricted, fully transferable Share for each Restricted Stock Unit scheduled to be paid out on such date and not previously forfeited, or in the sole discretion of the Administrator, an amount in cash equal to the Fair Market Value of such Shares on the maturity date or a combination of cash and Common Stock as determined by the Administrator.

(e)    Payment upon Termination of Service. An Award of Restricted Stock Units shall only be payable while the Holder is a Service Provider; provided, however, that the Administrator, in its sole discretion, may provide (in an Award Agreement or otherwise) that a Restricted Stock Unit award may be paid subsequent to a termination of the Holder’s relationship as a Service Provider following a termination of the Holder’s relationship as a Service Provider without cause, or following a Change of Control, or because of the Holder’s retirement, death or Disability, or otherwise.

10.    Performance Awards, Dividend Equivalents, and Stock Payments.

(a)    Eligibility. One or more Performance Awards, Dividend Equivalents and/or Stock Payments may be granted to any Service Provider whom the Administrator determines should receive such an Award.

(b)    Performance Awards.

(i)    Any Service Provider selected by the Administrator may be granted one or more Performance Awards. The value of such Performance Awards may be linked to any one or more of the Performance Goals or other specific performance goals determined appropriate by the Administrator, in each case on a specified date or dates or over any period or periods determined by the Administrator. In making such determinations, the Administrator shall consider (among such other factors as it deems relevant in light of the specific type of award) the contributions, responsibilities and other compensation of the particular Service Provider.

(ii)    Without limiting Section 10(b)(i), the Administrator may grant Performance Awards to any Service Provider in the form of a cash bonus payable upon the attainment of Performance Goals which are established by the Administrator and relate to one or more of the Performance Criteria over a Performance Period determined by the Administrator.

(c)    Dividend Equivalents.

(i)    Any Service Provider selected by the Administrator may be granted Dividend Equivalents based on the dividends declared on Common Stock, to be credited as of dividend payment dates, during the period between the date an Award is granted, and the date such Award is exercised, vests or expires, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional shares of Common Stock by such formula and at such time and subject to such limitations as may be determined by the Administrator.

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(ii)    Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights.

(iii)    Notwithstanding any other provision of the Plan to the contrary, dividends and Dividend Equivalents with respect to an Award that is subject to vesting that are based on dividends paid prior to the vesting of such Award shall only be paid out to the Holder to the extent that the vesting conditions are subsequently satisfied and the Award vests.

(d)    Stock Payments. Any Service Provider selected by the Administrator may receive Stock Payments in the manner determined from time to time by the Administrator. The number of shares shall be determined by the Administrator and may be based upon the Performance Criteria or other specific performance criteria determined appropriate by the Administrator, determined on the date such Stock Payment is made or on any date thereafter.

(e)    Term. The term of a Performance Award, Dividend Equivalent and/or Stock Payment, if any, shall be set by the Administrator in its discretion.

(f)    Purchase Price. The Administrator may establish the purchase price, if any, of a Performance Award or shares received as a Stock Payment; provided, however, that such price shall not be less than the par value of a share of Common Stock, unless otherwise permitted by Applicable Law.

(g)    Exercise Upon Termination of Relationship as a Service Provider. A Performance Award, Dividend Equivalent and/or Stock Payment is exercisable or payable only while the Holder is a Service Provider, as applicable; provided, however, that the Administrator in its sole and absolute discretion may provide that the Performance Award, Dividend Equivalent and/or Stock Payment may be exercised or paid subsequent to a termination of the Holder’s relationship as a Service Provider following a termination of the Holder’s relationship as a Service Provider without cause, or following a Change of Control, or because of the Holder’s retirement, death or Disability, or otherwise.

(h)    Form of Payment. Payment of the amount determined under Section 10(b) or 10(c) above shall be in cash, in Common Stock or a combination of both, as determined by the Administrator. To the extent any payment under this Section 10 is effected in Common Stock, it shall be made subject to satisfaction of all provisions of Section 16.

11.    Stock Appreciation Rights.

(a)    Grant of Stock Appreciation Rights. A Stock Appreciation Right may be granted to any Service Provider selected by the Administrator. A Stock Appreciation Right shall be subject to such terms and conditions not inconsistent with the Plan as the Administrator shall impose and shall be evidenced by an Award Agreement.

(b)    Term; Exercise Price. A Stock Appreciation Right shall have a term set by the Administrator; provided, however, that the term of a Stock Appreciation Right shall be no more

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than ten (10) years. A Stock Appreciation Right shall be exercisable in such installments as the Administrator may determine. A Stock Appreciation Right shall cover such number of shares of Common Stock as the Administrator may determine. The exercise price per share of Common Stock subject to each Stock Appreciation Right shall be set by the Administrator; provided, however, that the per share exercise price of a Stock Appreciation Right shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant of such Stock Appreciation Right. A Stock Appreciation Right is exercisable only while the Holder is a Service Provider; provided, however, that the Administrator may determine that the Stock Appreciation Right may be exercised subsequent to termination of the Holder’s relationship as a Service Provider without cause, or following a Change of Control, or because of the Holder’s retirement, death or Disability, or otherwise.

(c)    Entitlement Upon Exercise. A Stock Appreciation Right shall entitle the Holder (or other person entitled to exercise the Stock Appreciation Right pursuant to the Plan) to exercise all or a specified portion of the Stock Appreciation Right (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per share of the Stock Appreciation Right from the Fair Market Value of a share of Common Stock on the date of exercise of the Stock Appreciation Right by the number of shares of Common Stock with respect to which the Stock Appreciation Right shall have been exercised, subject to any limitations the Administrator may impose.

(d)    Payment and Limitations on Exercise.

(i)    Payment of the amounts determined under Section 11(c) above shall be in cash, in Common Stock (based on its Fair Market Value as of the date the Stock Appreciation Right is exercised) or a combination of both, as determined by the Administrator. To the extent such payment is effected in Common Stock it shall be made subject to satisfaction of all provisions of Section 16.

(ii)    Holders of Stock Appreciation Rights may be required to comply with any timing or other restrictions with respect to the settlement or exercise of a Stock Appreciation Right, including a window-period limitation, as may be imposed in the discretion of the Administrator.

12.    Non-Transferability of Awards.

(a)    No Award under the Plan may be sold, pledged, assigned hypothecated, transferred, or disposed of in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until such Award has been exercised, or the Shares underlying such Award have been issued, and all restrictions applicable to such shares have lapsed.

(b)    During the lifetime of the Holder, only he or she may exercise an Award (or any portion thereof) granted to him or her under the Plan, unless it has been disposed of with the consent of the Administrator pursuant to a DRO. After the death of the Holder, any exercisable portion of an Award may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Award Agreement, be exercised by his or her personal representative or by any person empowered to do so under the deceased Holder’s will or under the then applicable laws of descent and distribution.

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13.    Adjustments Upon Changes in Capitalization, Merger or Asset Sale.

(a)    Subject to Section 13(e), in the event that the Administrator determines that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event, in the Administrator’s sole discretion, affects the Common Stock (other than an Equity Restructuring) such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award, then the Administrator shall, in such manner as it may deem equitable, adjust any or all of:

(i)    the number and kind of shares of Common Stock (or other securities or property) with respect to which Awards may be granted or awarded (including, but not limited to, adjustments of the limitations in Section 3 on the maximum number and kind of shares which may be issued and adjustments to the Award Limits);

(ii)    the number and kind of shares of Common Stock (or other securities or property) subject to outstanding Awards; and

(iii)    the grant or exercise price with respect to any Award.

(b)    Subject to Sections 13(d) and (e), in the event of any transaction or event described in Section 13(a), the Administrator, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Holder’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan or to facilitate such transaction or event:

(i)    To provide for either the purchase of any such Award for an amount of cash equal to the amount that could have been obtained upon the exercise of such Award or realization of the Holder’s rights had such Award been currently exercisable or payable or fully vested or the replacement of such Award with other rights or property selected by the Administrator in its sole discretion;

(ii)    To provide that such Award shall be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award;

(iii)    To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;

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(iv)    To make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Awards, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards or Awards which may be granted in the future; and

(v)    To provide that immediately upon the consummation of such event, such Award shall not be exercisable and shall terminate; provided, however, that for a specified period of time prior to such event, such Award shall be exercisable as to all Shares covered thereby, and the restrictions imposed under an Award Agreement upon some or all Shares may be terminated.

(c)    Subject to Section 3, the Administrator may, in its sole discretion, include such further provisions and limitations in any Award Agreement or certificate, as it may deem equitable and in the best interests of the Company.

(d)    In the event of a Change of Control, then each outstanding Award shall be assumed or an equivalent Award or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation or a Parent or a Subsidiary of the successor corporation refuses to assume or substitute for each outstanding Award, the Holders shall fully vest in and have the right to exercise, if applicable, each outstanding Award as to all of the Shares covered thereby, including Shares as to which would not otherwise be vested and/or exercisable and/or payable. If an Award becomes fully vested and/or exercisable and/or payable in lieu of assumption or substitution in the event of a Change of Control, the Administrator shall notify all Holders that all outstanding Awards shall be fully vested and/or exercisable and/or payable for a period of at least fifteen (15) days prior to the closing of the Change of Control (or such other period as determined by the Administrator), and any Awards that are not exercised, if applicable, within such period shall terminate immediately prior to the Change of Control. For the purposes of this paragraph, an outstanding Award shall be considered assumed if, following the consummation of the Change of Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the consummation of the Change of Control, the consideration (whether stock, cash, or other securities property) received in the Change of Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change of Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise or payment of the Award, for each Share subject to the Award, to be solely common stock of the successor corporation or its Parent or Subsidiary equal in fair market value to the per share consideration received by holders of Common Stock in the Change of Control.

(e)    In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 13(a) and 13(b):

(i)    The number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable, shall be equitably adjusted. The adjustments provided under this Section 13(e) shall be nondiscretionary and shall be final and binding on the affected Holder and the Company.

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(ii)    The Administrator shall make such equitable adjustments, if any, as the Administrator may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3 on the maximum number and kind of shares which may be issued under the Plan and adjustments to the Award Limits in Section 5(c)).

14.    Time of Granting Options. The date of grant of an Award shall, for all purposes, be the date on which the Administrator makes the determination granting such Option, or such other date as is determined by the Administrator. Notice of the determination shall be given to each Service Provider to whom an Award is so granted within a reasonable time after the date of such grant.

15.    Amendment and Termination of the Plan.

(a)    Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.

(b)    Stockholder Approval. Without approval of the Company’s stockholders given within twelve (12) months before or after the action by the Administrator, no action of the Administrator may, except as provided in Section 13, (a) increase the limits imposed in Section 3(a) on the maximum number of Shares which may be issued under the Plan or the individual Award Limits imposed in Section 5(c), (b) reduce the price per share of any outstanding Option or Stock Appreciation Right granted under the Plan or take any action prohibited under Section 23, (c) cancel any Option or Stock Appreciation Right in exchange for cash or another Award in violation of Section 23, or (d) amend the Plan in any manner that requires stockholder approval under Applicable Laws.

(c)    Effect of Amendment or Termination. No amendment alteration, suspension or termination of the Plan shall impair the rights of any Holder, including any amendment effected pursuant to this amendment and restatement of the Plan, unless mutually agreed otherwise between the Holder and the Administrator, which agreement must be in writing and signed by the Holder and the Company. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

16.    Conditions Upon Issuance of Shares.

(a)    Legal Compliance. Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

(b)    Investment Representations. As a condition to the exercise of an Award, the Administrator may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

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(c)    Consideration. The Administrator shall determine the methods by which payments by any Holder with respect to Awards granted under the Plan shall be made, including, without limitation: (i) cash, (ii) check, (iii) with the consent of the Administrator, a full recourse promissory note bearing interest (at no less than such rate as is a market rate of interest and which then precludes the imputation of interest under the Code) and payable upon such terms as may be prescribed by the Administrator, (iv) with the consent of the Administrator, other Shares which (A) in the case of Shares acquired from the Company, have been owned by the Holder for the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes, on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the payments required, (v) with the consent of the Administrator, in the case of payment of the exercise price of an Award, Shares issuable pursuant to the exercise of the Award, (vi) with the consent of the Administrator, delivery of a notice that the Holder has placed a market sell order with a broker with respect to Shares then issuable upon exercise of the Awards and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Award exercise price, provided that payment of such proceeds is then made to the Company upon settlement of such sale, or (vii) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company. In the case of a promissory note, the Administrator may also prescribe the form of such note and the security to be given for such note. The Award may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law, and payment in the manner prescribed by the preceding sentences shall not be permitted to the extent that the Administrator determines that payment in such manner may result in an extension or maintenance of credit, an arrangement for the extension of credit, or a renewal of an extension of credit in the form of a personal loan to or for any Director or executive officer of the Company that is prohibited by Section 13(k) of the Exchange Act or other Applicable Law.

(d)    Tax Withholding. The Company shall be entitled to require payment in cash or deduction from other compensation payable to each Holder of any sums required by federal, state or local tax law to be withheld with respect to the issuance, vesting, exercise or payment of any Award or any other taxable event related to an Award. The Administrator may in its discretion and in satisfaction of the foregoing requirement allow such Holder to satisfy such obligations by any payment means described in Section 16(c) hereof, including, without limitation, by allowing such Holder to elect to have the Company withhold shares of Common Stock otherwise issuable under such Award (or allow the return of shares of Common Stock) having a fair market value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan, the number of shares of Common Stock which may be so withheld or returned shall be limited to the number of shares which have a fair market value on the date of withholding or return no greater than the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal and state tax income and payroll tax purposes that are applicable to such supplemental taxable income (or, to the extent provided by the Administrator, such higher withholding rate that is in no event greater than the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid the liability

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classification of the applicable award under generally accepted accounting principles in the United States of America)); provided, however, to the extent such shares were acquired by the Holder from the Company as compensation, the shares must have been held for the minimum period required by applicable accounting rules to avoid a charge to the Company’s earnings for financial reporting purposes; provided, further, that any such shares withheld or returned shall be rounded up to the nearest whole share of Common Stock to the extent rounding up to the nearest whole share does not result in the liability classification of the applicable Award under generally accepted accounting principles in the United States of America. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.

17.    Loans. The Administrator may, in its discretion, extend one or more loans to Service Providers in connection with the exercise or receipt of an Award granted or awarded under the Plan. The terms and conditions of any such loan shall be set by the Administrator. Notwithstanding the foregoing, no loan shall be made under this Section 17 to the extent such loan shall result in an extension or maintenance of credit, an arrangement for the extension of credit, or a renewal of an extension of credit in the form of a personal loan to or for any Director or executive officer of the Company that is prohibited by Section 13(k) of the Exchange Act or other Applicable Law. In the event that the Administrator determines in its discretion that any loan under this Section 17 may be or will become prohibited by Section 13(k) of the Exchange Act or other Applicable Law, the Administrator may provide that such loan shall be immediately due and payable in full and may take any other action in connection with such loan as the Administrator determines in its discretion to be necessary or appropriate for the repayment, cancellation or extinguishment of such loan.

18.    Section 16. Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

19.    Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

20.    Reservation of Shares. The Company, during the term of this Plan, shall at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

21.    Stockholder Approval. This Plan shall be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is approved by the Board and the “Effective Date” of this Plan shall be the date of such stockholder approval. Such stockholder approval shall be obtained in the degree and manner required under Applicable Laws.

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22.    Forfeiture and Claw-Back Provisions. Pursuant to its general authority to determine the terms and conditions applicable to Awards under the Plan, the Administrator shall have the right to provide, in an Award Agreement or otherwise, or to require a Holder to agree by separate written or electronic instrument, that:

(a)     (i) Any proceeds, gains or other economic benefit actually or constructively received by the Holder upon any receipt or exercise of the Award, or upon the receipt or resale of any Shares underlying the Award, shall be paid to the Company, and (ii) the Award shall terminate and any unexercised portion of the Award (whether or not vested) shall be forfeited, if (x) the Holder at any time, or during a specified time period, engages in any activity in competition with the Company, or which is inimical, contrary or harmful to the interests of the Company, as further defined by the Administrator or (y) the Holder incurs a termination of service for cause; and

(b)    All Awards (including any proceeds, gains or other economic benefit actually or constructively received by the Holder upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of Applicable Law, including without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, to the extent set forth in such claw-back policy and/or in the applicable Award Agreement.

23.    Prohibition on Repricing. Subject to Section 13, the Administrator shall not, without the approval of the stockholders of the Company, (a) authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce its price per share, or (b) cancel any Option or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation Right price per share exceeds the Fair Market Value of the underlying Shares. Subject to Section 13, the Administrator shall have the authority, without the approval of the stockholders of the Company, to amend any outstanding Award to increase the price per share or to cancel and replace an Award with the grant of an Award having a price per share that is greater than or equal to the price per share of the original Award. Furthermore, for purposes of this Section 23, except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the terms of outstanding Awards may not be amended to reduce the exercise price per share of outstanding Options or Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights with an exercise price per share that is less than the exercise price per share of the original Options or Stock Appreciation Rights without the approval of the stockholders of the Company.

24.    Governing Law. The validity and enforceability of this Plan shall be governed by and construed in accordance with the laws of the State of Delaware without regard to otherwise governing principles of conflicts of law.

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25.    Section 409A. To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Administrator determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

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EX-10.16

Exhibit 10.16

XPERI INC.

2022 EMPLOYEE STOCK PURCHASE PLAN

Xperi Inc., a Delaware corporation, hereby adopts this Xperi Inc. 2022 Employee Stock Purchase Plan, effective as of the Effective Date (as defined herein).

1.    Purpose. The purposes of the Plan are as follows:

(a)    To assist employees of the Company and its Designated Subsidiaries (as defined below) in acquiring a stock ownership interest in the Company.

(b)    To help employees provide for their future security and to encourage them to remain in the employment of the Company and its Designated Subsidiaries.

2.    Definitions. The following definitions shall be in effect under the Plan, unless determined otherwise by the Administrator.

(a)    “Administrator” shall mean the administrator of the Plan, as determined pursuant to Section 14 hereof.

(b)    “Board” shall mean the Board of Directors of the Company.

(c)    “Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

(d)    “Committee” shall mean the committee appointed to administer the Plan pursuant to Section 14 hereof.

(e)    “Common Stock” shall mean the common stock of the Company.

(f)    “Company” shall mean Xperi Inc., a Delaware corporation, and any successor by merger, consolidation or otherwise.

(g)    “Company Group” shall mean the Company, any Subsidiary and an Eligible Employee’s Employer, if different, and their affiliates.

(h)    “Compensation” shall mean all base straight time earnings and commissions, after the deduction of any payroll taxes and social security and national health insurance contributions and other amounts required by law to be deducted from the same, exclusive of payments for overtime, shift premium, incentive compensation, incentive payments, bonuses, expense reimbursements, fringe benefits and other compensation.

(i)    “Designated Subsidiary” shall mean any Subsidiary which has been designated by the Administrator from time to time in its sole discretion as eligible to participate in the Plan. The Administrator may designate, or terminate the designation of, a subsidiary as a Designated Subsidiary without the approval of the stockholders of the Company.

(j)    “Effective Date” shall have the meaning given to such term in Section 23.

(k)    “Eligible Employee” shall mean an Employee of the Company or a Designated Subsidiary: (i) who does not, immediately after the option is granted, own stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company, a Parent or a Subsidiary (as determined under Section 423(b)(3) of the Code); (ii) except as otherwise required by applicable local laws, whose customary employment is for more than twenty (20) hours per week; and (iii) except as otherwise required by applicable local laws, whose customary employment is for more than five (5) months in any calendar year. For purposes of clause (i), the rules of Section 424(d) of the Code with regard to the attribution of stock ownership shall apply in determining the stock ownership of an individual, and stock which an employee may purchase under outstanding options shall be treated as stock owned by the employee. Notwithstanding the foregoing, the Administrator may exclude from participation in the Plan as an Eligible Employee any Employee that is a “highly compensated employee” of the Company or any Designated Subsidiary (within the meaning of Section 414(q) of the Code), or that is such a “highly compensated employee” (A) with compensation above a specified level, (B) who is an officer and/or (C) is subject to the disclosure requirements of Section 16(a) of the Exchange Act; provided that any such exclusion shall be applied in an identical manner under each Offering Period to all Employees of all Designated Subsidiaries. Notwithstanding the foregoing, (x) the Administrator may also limit eligibility further within a Designated Subsidiary so as to only designate some Employees of a Designated Subsidiary as Eligible Employees, and (y) the foregoing eligibility rules shall apply only to the extent such rules are consistent with applicable local laws.

(l)    “Employee” shall mean any person who renders services to the Company or a Subsidiary in the status of an employee. “Employee” shall not include any director of the Company or a Subsidiary who does not render services to the Company or a Subsidiary in the status of an employee. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company or Designated Subsidiary and meeting the requirements of Treasury Regulation Section 1.421-7(h)(2), or as otherwise required by applicable law. Where the period of leave exceeds three (3) months, and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the first day immediately following such three (3)-month period, unless otherwise required under applicable law.

(m)    “Employer” shall mean an Eligible Employee’s employing entity.

(n)    “Enrollment Date” shall mean the first Trading Day of each Offering Period.

(o)    “Exercise Date” shall mean the last Trading Day of each Purchase Period.

(p)    “Fair Market Value” shall mean, as of any date, the value of Common Stock determined as follows:

(i)    If the Common Stock is listed on any established stock exchange, including without limitation The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange

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or system for such date (or if there is no closing sales price or closing bid on such date, the last market Trading Day prior to such date), as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii)    If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean of the closing bid and asked prices for the Common Stock on such date (or if there are no closing bid and asked prices on such date, the last market Trading Day prior to such date), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(iii)    In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator.

(q)    “Offering Period” shall mean the approximately twenty-four (24) month period commencing on each December 1 and June 1 during the term of the Plan and terminating on the last Trading Day in the period ending twenty-four (24) months later. The duration and timing of Offering Periods may be changed pursuant to Section 4 of this Plan, but in no event may an Offering Period exceed twenty-seven (27) months.

(r)    “Parent” means any corporation, other than the Company, in an unbroken chain of corporations ending with the Company if, at the time of the determination, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(s)    “Plan” shall mean this Xperi Inc. 2022 Employee Stock Purchase Plan, as it may be amended from time to time.

(t)    “Purchase Period” shall mean the approximately six (6) month period commencing after one Exercise Date and ending with the next Exercise Date, except that the first Purchase Period of any Offering Period shall commence on the Enrollment Date and end with the next Exercise Date.

(u)    “Purchase Price” shall mean 85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower; provided, however, that the Purchase Price may be adjusted by the Administrator pursuant to Section 20.

(v)    “Subsidiary” shall mean any corporation, other than the Company, in an unbroken chain of corporations beginning with the Company if, at the time of the determination, each of the corporations other than the last corporation in an unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. In addition, with respect to any Non-Statutory Offering, a Subsidiary shall include any entity in which the Company has a direct or indirect equity interest

(w)    “Trading Day” shall mean a day on which U.S. national stock exchanges and the Nasdaq Stock Market are open for trading.

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3.    Eligibility.

(a)    Any Eligible Employee who shall be employed by the Company or a Designated Subsidiary on a given Enrollment Date for an Offering Period shall be eligible to participate in the Plan during such Offering Period, subject to the requirements of Section 5 hereof.

(b)    Unless otherwise provided by the Administrator, an Eligible Employee may be granted rights under the Plan only if such rights, together with any other rights granted to such Eligible Employee under “employee stock purchase plans” of the Company, any Parent or any Subsidiary, as specified by Section 423(b) of the Code, do not permit such employee’s rights to purchase stock of the Company or any Parent or Subsidiary to accrue at a rate which exceeds the limit set forth in Section 423(b)(8) of the Code and the Treasury Regulations thereunder.

4.    Offering Periods. Subject to Section 24, the Plan shall be implemented by consecutive, overlapping Offering Periods which shall continue until the Plan expires or is terminated in accordance with Section 20 hereof. The Administrator shall have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without shareholder approval if such change is announced at least five (5) days prior to the scheduled beginning of the first Offering Period to be affected thereafter.

5.    Participation.

(a)    Except as set forth in Section 6(f) below, an Eligible Employee may become a participant in the Plan by completing a subscription agreement authorizing payroll deductions in the form approved by the Administrator and filing it with the Company’s payroll office, or online as determined by the Administrator, fifteen (15) days (or such shorter or longer period as may be determined by the Administrator, in its sole discretion) prior to the applicable Enrollment Date.

(b)    Payroll deductions for a participant shall commence on the first payroll following the Enrollment Date and shall end on the last payroll in the Offering Period to which such authorization is applicable, unless sooner terminated by the participant as provided in Section 10 hereof.

(c)    During a leave of absence approved by the Company or a Designated Subsidiary employing a participant, a participant may continue to participate in the Plan by making cash payments to the Company on each pay day equal to the amount of the participant’s payroll deductions under the Plan for the pay day immediately preceding the first day of such participant’s leave of absence. If a leave of absence is unapproved, the participant will cease automatically to participate in the Plan. In such event, the Company or a Designated Subsidiary will automatically cease to deduct the participant’s payroll under the Plan. The Company or a Designated Subsidiary will pay to the participant his or her total payroll deductions for the Purchase Period, in cash in one lump sum (without interest), as soon as practicable after the participant ceases to participate in the Plan.

(d)    A participant’s completion of a subscription agreement will enroll such participant in the Plan for each successive Purchase Period and each subsequent Offering Period on the terms contained therein until the participant either submits a new subscription agreement, withdraws from participation under the Plan as provided in Section 10 hereof or otherwise becomes ineligible to participate in the Plan.

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6.    Payroll Deductions.

(a)    At the time a participant files his or her subscription agreement, he or she shall elect to have payroll deductions made on each pay day during the Offering Period in an amount from one percent (1%) to one hundred percent (100%), or such lesser amount as determined by the Administrator, of the Compensation which he or she receives on each pay day during the Offering Period, in no event to exceed the net amount of pay after taxes and authorized deductions have been taken out of his or her total compensation earned during each payroll period during each Offering Period.

(b)    All payroll deductions made for a participant under Section 6(a) above shall be credited to his or her account under the Plan and shall be withheld in whole percentages only. Except as described in Section 5(c) or 6(f) hereof, a participant may not make any additional payments into such account.

(c)    A participant may discontinue his or her participation in the Plan as provided in Section 10 hereof, or may increase or decrease the rate of his or her payroll deductions or suspend his or her payroll deductions during the Offering Period by completing or filing with the Company a new subscription agreement authorizing a change in payroll deduction rate. The Administrator may, in its discretion, limit the number of participation rate changes during any Offering Period. The change in rate shall be effective with the first full payroll period following five (5) business days after the Company’s receipt of the new subscription agreement (or such shorter or longer period as may be determined by the Administrator, in its sole discretion).

(d)    Notwithstanding the foregoing, to the extent necessary to comply with Section 3(b) hereof, a participant’s payroll deductions may be decreased to zero percent (0%) at any time during a Purchase Period.

(e)    At the time the option is exercised, in whole or in part, or at the time some or all of the Company’s Common Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company’s obligations to withhold, collect or account for with respect to any federal, state, foreign or other taxes or amounts, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the participant’s compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Employee.

(f)    Notwithstanding any other provisions of the Plan to the contrary, in non-U.S. jurisdictions where participation in the Plan through payroll deductions is prohibited, the Administrator may provide that an Eligible Employee may elect to participate through contributions to his or her account under the Plan in a form acceptable to the Administrator in lieu of or in addition to payroll deductions.

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7.    Grant of Option. On the Enrollment Date of each Offering Period, each Eligible Employee participating in such Offering Period shall be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of shares of the Company’s Common Stock determined by dividing the balance in such participant’s Plan account as of the Exercise Date by the applicable Purchase Price; provided, however, that in no event shall a participant be permitted to purchase during each Offering Period more than 8,000 shares of the Company’s Common Stock (subject to any adjustment pursuant to Section 19) and during each Purchase Period more than 2,000 shares of the Company’s Common Stock (subject to any adjustment pursuant to Section 19); and provided, further, that such purchase shall be subject to the limitations set forth in Sections 3(b) and 13 hereof. The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of the Company’s Common Stock a participant may purchase during each Purchase Period and Offering Period. Exercise of the option shall occur as provided in Section 8 hereof, unless the participant has withdrawn pursuant to Section 10 hereof or otherwise becomes ineligible to participate in the Plan. The option shall expire on the last day of the Offering Period.

8.    Exercise of Option.

(a)    Unless a participant withdraws from the Plan as provided in Section 10 hereof or otherwise becomes ineligible to participate in the Plan, his or her option for the purchase of shares shall be exercised automatically on the Exercise Date, and the maximum number of full shares (or fractional shares if permitted by the Administrator) subject to the option shall be purchased for such participant at the applicable Purchase Price with the balance in such participant’s Plan account. Any additional balance of the amount credited to the account of each participant which has not been applied to the purchase of shares of stock shall be paid to such participant in one lump sum in cash as soon as reasonably practicable after the Exercise Date, without any interest thereon. Notwithstanding the foregoing, the Administrator may exercise discretion in the treatment of any fractional shares including, without limitation, electing to refund payroll deductions attributable to fractional shares to the participant as soon as administratively practicable or hold such amounts for the purchase of shares as the next Exercise Date in lieu of purchasing fractional shares on behalf of the participant. During a participant’s lifetime, a participant’s option to purchase shares hereunder is exercisable only by him or her.

(b)    If the Administrator determines that, on a given Exercise Date, the number of shares with respect to which options are to be exercised may exceed (i) the number of shares of Common Stock that were available for sale under the Plan on the Enrollment Date of the applicable Offering Period, or (ii) the number of shares available for sale under the Plan on such Exercise Date, the Administrator may in its sole discretion (x) provide that the Company shall make a pro rata allocation of the shares of Common Stock available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all participants exercising options to purchase Common Stock on such Exercise Date, and continue all Offering Periods then in effect, or (y) provide that the Company shall make a pro rata allocation of the shares available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all participants exercising options to purchase Common Stock on such Exercise Date, and terminate any or all Offering Periods then in effect pursuant to Section 20 hereof. The Company may make pro rata

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allocation of the shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares for issuance under the Plan by the Company’s stockholders subsequent to such Enrollment Date. The balance of the amount credited to the account of each participant which has not been applied to the purchase of shares of stock because of the limitations set forth in Section 3(b), Section 7 or this Section 8(b) shall be paid to such participant in one lump sum in cash as soon as reasonably practicable after the Exercise Date, without any interest thereon.

9.    Deposit of Shares. As promptly as practicable after each Exercise Date on which a purchase of shares occurs, the Company may arrange for the deposit, into each participant’s account with any broker designated by the Company to administer this Plan, of the number of shares purchased upon exercise of his or her option.

10.    Withdrawal.

(a)    A participant may withdraw all but not less than all of the balance in such participant’s Plan account and not yet used to exercise his or her option under the Plan at any time by giving written notice to the Company in a form acceptable to the Administrator. All amounts credited to a participant’s Plan account during the Offering Period shall be paid to such participant as soon as reasonably practicable after receipt of notice of withdrawal and such participant’s option for the Offering Period shall be automatically terminated, and no further payroll deductions or contributions for the purchase of shares shall be made for such Offering Period. If a participant withdraws from an Offering Period, participation in the Plan shall not resume at the beginning of the succeeding Offering Period unless the participant delivers to the Company a new subscription agreement.

(b)    A participant’s withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the participant withdraws.

(c)    Upon a Designated Subsidiary ceasing to be such, an Eligible Employee of the Designated Subsidiary shall be deemed to have elected to withdraw from the Plan and the amounts credited to such participant’s account during the Offering Period shall be paid to such participant, or in the case of his or her death, to the person or persons entitled thereto under Section 15 hereof, as soon as reasonably practicable and such participant’s option for the Offering Period shall be automatically terminated.

11.    Termination of Employment. Upon a participant’s ceasing to be an Eligible Employee, for any reason, he or she shall be deemed to have elected to withdraw from the Plan and the balance in such participant’s Plan account shall be paid to such participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15 hereof, as soon as reasonably practicable and such participant’s option for the Offering Period shall be automatically terminated.

12.    Interest. No interest shall accrue on the payroll deductions or lump sum contributions of a participant in the Plan.

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13.    Shares Subject to Plan.

(a)    Subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximum number of shares of the Company’s Common Stock which shall be made available for sale under the Plan shall be 5,000,000 shares. If any right granted under the Plan shall for any reason terminate without having been exercised, the Common Stock not purchased under such right shall again become available for issuance under the Plan. The stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise.

(b)    With respect to shares of stock subject to an option granted under the Plan, a participant shall not be deemed to be a stockholder of the Company, and the participant shall not have any of the rights or privileges of a stockholder, until such shares have been issued to the participant or his or her nominee following exercise of the participant’s option. No adjustments shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distribution or other rights for which the record date occurs prior to the date of such issuance, except as otherwise expressly provided herein.

14.    Administration.

(a)    The Plan shall be administered by the Compensation Committee of the Board, and the term “Committee” shall apply to such committee. The Committee shall have, in connection with the administration of the Plan, the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise, and the term “Committee” shall apply to either the Compensation Committee of the Board or any such subcommittee. References in this Plan to the “Administrator” shall mean the Compensation Committee of the Board unless administration is delegated to a subcommittee, in which case references in this Plan to the Administrator shall thereafter be to the Compensation Committee or subcommittee.

(b)    It shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with the provisions of the Plan. The Administrator shall have the power to interpret the Plan and the terms of the options and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. The Administrator at its option may utilize the services of an agent to assist in the administration of the Plan including establishing and maintaining an individual securities account under the Plan for each participant. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Administrator under the Plan.

(c)    The Administrator may adopt sub-plans applicable to particular Designated Subsidiaries or locations. The rules of such sub-plans may take precedence over other provisions of this Plan, with the exception of Sections 13, 20 and 23 hereof, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan. Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and procedures regarding the exclusion of particular Subsidiaries from participation in the Plan, eligibility to participate, the definition of Compensation, handling of payroll deductions or other contributions by participants, payment of interest, conversion of local

8

currency, data privacy security, payroll tax, withholding procedures, establishment of bank or trust accounts to hold payroll deductions or contributions, determination of beneficiary designation requirements, and handling of stock certificates. The Administrator shall not be required to obtain the approval of the stockholders of the Company prior to the adoption, amendment or termination of any such sub-plan, rules or procedures.

(d)    All expenses and liabilities incurred by the Administrator in connection with the administration of the Plan shall be borne by the Company or its Designated Subsidiaries. The Administrator may, with the approval of the Board, employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Administrator, the Company and its officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon all participants, the Company, each Designated Subsidiary and all other interested persons. No member of the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the options, and all members of the Board shall be fully protected by the Company in respect to any such action, determination, or interpretation.

15.    Designation of Beneficiary.

(a)    A participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the participant’s account under the Plan in the event of such participant’s death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such participant of such shares and cash. In addition, a participant may file a written designation of a beneficiary who is to receive any cash from the participant’s account under the Plan in the event of such participant’s death prior to exercise of the option. If a participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective.

(b)    Such designation of beneficiary may be changed by the participant at any time by written notice to the Company. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant’s death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

16.    Transferability. Neither amounts credited to a participant’s account nor any rights with regard to the exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 15 hereof) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with Section 10 hereof.

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17.    Use of Funds. All amounts received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such amounts, except for funds contributed in which the local law of a non-U.S. jurisdiction requires that contributions to the Plan by participants be segregated from the Company’s general corporate funds and/or deposited with an independent third party for participants in non-U.S. jurisdictions.

18.    Reports. Individual accounts shall be maintained for each participant in the Plan. Statements of account shall be given to participating Employees at least annually, which statements shall set forth the amounts of payroll deductions or contributions, the Purchase Price, the number of shares purchased and the remaining cash balance, if any.

19.    Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale.

(a)    Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of shares of Common Stock which have been authorized for issuance under the Plan but not yet placed under option, the maximum number of shares each participant may purchase each Purchase Period (pursuant to Section 7), as well as the price per share and the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised shall be proportionately adjusted for any change made to the Common Stock resulting from a stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination or reclassification of the Common Stock, exchange of shares, spin-off transaction or other change affecting the outstanding Common Stock as a class without the Company’s receipt of consideration, or should the value of outstanding shares of Common Stock be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an option.

(b)    Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Offering Period then in progress shall be shortened by setting a new Exercise Date (the “New Exercise Date”), and shall terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator. The New Exercise Date shall be before the date of the Company’s proposed dissolution or liquidation. The Administrator shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant’s option has been changed to the New Exercise Date and that the participant’s option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 10 hereof.

(c)    Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation,

10

each outstanding option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option, any Purchase Periods then in progress shall be shortened by setting a New Exercise Date and any Offering Periods then in progress shall end on the New Exercise Date. The New Exercise Date shall be before the date of the Company’s proposed sale or merger. The Administrator shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant’s option has been changed to the New Exercise Date and that the participant’s option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 10 hereof.

20.    Amendment or Termination.

(a)    The Board may at any time and for any reason terminate or amend the Plan. Except as provided in Section 19 hereof, no such termination can affect options previously granted, provided that an Offering Period may be terminated by the Board if the Board determines that the termination of the Offering Period or the Plan is in the best interests of the Company and its stockholders. Except as provided in Section 19 and this Section 20 hereof, no amendment may make any change in any option theretofore granted which adversely affects the rights of any participant without the consent of such participant. To the extent necessary to comply with any applicable law, regulation or stock exchange rule, the Company shall obtain stockholder approval of the Plan in such a manner and to such a degree as required.

(b)    Without stockholder consent and without regard to whether any participant rights may be considered to have been “adversely affected,” the Administrator shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars (“USD”), permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company’s or a Designated Subsidiary’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each participant properly correspond with amounts withheld from the participant’s Compensation, and establish such other limitations or procedures as the Administrator determines in its sole discretion advisable which are consistent with the Plan.

(c)    In the event the Board determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Board may, in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to:

(i)    altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price;

(ii)    shortening any Offering Period so that the Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the Administrator action; and

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(iii)    allocating shares.

Such modifications or amendments shall not require stockholder approval or the consent of any Plan participants.

21.    Notices. All notices or other communications by a participant to the Company or a Designated Subsidiary under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company or such Designated Subsidiary at the location, or by the person, designated by the Company or such Designated Subsidiary for the receipt thereof.

22.    Conditions To Issuance of Shares. The Company shall not be required to issue or deliver any certificate or certificates for shares of Common Stock purchased upon the exercise of options prior to fulfillment of all the following conditions:

(a)    The admission of such shares to listing on all stock exchanges, if any, on which is then listed;

(b)    The completion of any registration or other qualification of such shares under any state, federal or foreign law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;

(c)    The obtaining of any approval or other clearance from any state, federal or foreign governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;

(d)    The payment to the Company or a Designated Subsidiary of all amounts which it is required to withhold under federal, state or local law upon exercise of the option; and

(e)    The lapse of such reasonable period of time following the exercise of the option as the Administrator may from time to time establish for reasons of administrative convenience.

23.    Term of Plan. Subject to stockholder approval, as provided in the following sentence, this Plan shall be effective on October 1, 2022 (the “Effective Date”). This Plan shall be submitted for the approval of the Company’s stockholders within twelve (12) months before or after the Effective Date. The Plan shall be in effect until terminated under Section 20 hereof. No options granted under this Plan shall be exercised, and no shares of Common Stock shall be issued hereunder, until this Plan shall have been approved by the stockholders of the Company. In the event this Plan shall not have been approved by the stockholders of the Company prior to the end of said 12-month period, all options granted under this Plan shall be canceled and become null and void without being exercised. The Plan shall be in effect until terminated under Section 20 hereof.

24.    Automatic Transfer to Low Price Offering Period. To the extent permitted by any applicable laws, regulations, or stock exchange rules, if the Fair Market Value of the Common Stock on any Exercise Date in an Offering Period is lower than the Fair Market Value of the Common Stock on the Enrollment Date of such Offering Period, then (i) a new twenty-four (24)

12

month Offering Period will automatically begin on the first trading day following that Exercise Date, and (ii) all participants in such Offering Period shall be automatically withdrawn from such Offering Period immediately after the exercise of their option on such Exercise Date and automatically re-enrolled in the immediately following Offering Period as of the first day thereof.

25.    No Employment Rights. Notwithstanding any other provision of this Plan:

(a)    the Plan is established voluntarily by the Company and the Plan may be modified, amended, suspended or terminated by the Company at any time, and all decisions with respect to future offerings, if any, will be at the sole discretion of the Administrator;

(b)    a participant’s participation in the Plan is voluntary;

(c)    the Plan shall not form part of any contract of employment between the Company Group and an Eligible Employee;

(d)    unless expressly so provided in his or her contract of employment, an Eligible Employee has no right or entitlement to be granted an award or any expectation that an award might be made to him or her, whether subject to any conditions or at all;

(e)    the benefit to an Eligible Employee of participation in the Plan (including, in particular but not by way of limitation, any awards held by him or her) shall not form any part of his or her remuneration or count as his or her remuneration for any purpose and shall not (to the extent permitted by law) be pensionable;

(f)    the rights or opportunity granted to an Eligible Employee on the making of an award shall not give the Eligible Employee any rights or additional rights and if an Eligible Employee ceases to be employed by the Company Group, the Eligible Employee shall not be entitled to compensation for the loss of any right or benefit or prospective right or benefit under the Plan (including, in particular but not by way of limitation, any awards held by him or her which lapse by reason of his or her ceasing to be employed by the Company or any Parent or Subsidiary) whether by way of damages for unfair dismissal, wrongful dismissal, breach of contract or otherwise;

(g)    the rights or opportunity granted to an Eligible Employee on the making of an award shall not give the Eligible Employee any rights or additional rights in respect of any pension scheme operated by the Company Group;

(h)    the Eligible Employee shall not be entitled to any compensation or damages for any loss or potential loss which the Eligible Employee may suffer by reason of being unable to acquire or retain shares of Common Stock, or any interest in shares of Common Stock pursuant to an award in consequence of the loss or termination of his or her office or employment with the Company or any present or past Parent or Subsidiary for any reason whatsoever (whether or not the termination is ultimately held to be wrongful or unfair);

(i)    the value of the awards under the Plan are outside the scope of an Eligible Employee’s employment contract, if any;

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(j)    the value of the awards under the Plan are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(k)    no claim or entitlement to compensation or damages arises if the awards under the Plan or the Common Stock issued pursuant to the Plan do not increase in value and each Eligible Employee irrevocably releases the Company Group, their affiliates and third-party vendors from any such claim that does arise;

(l)    no member of the Company Group shall be liable for any foreign exchange rate fluctuation between the participant’s local currency and the United States Dollar that may affect the value of the purchase rights or the shares acquired under the Plan; and

(m)    by accepting the grant of an award and not renouncing it, the Eligible Employee is deemed to have agreed to the provisions of this Section 25.

26.    Data Protection. Each participant must agree to provide such consent and other documentation, and comply with such requirements, as determined by the Administrator in order to comply with applicable data protection and privacy laws.

27.    Notice of Disposition of Shares. Each participant shall give prompt notice to the Company of any disposition or other transfer of any shares of stock purchased upon exercise of an option if such disposition or transfer is made: (a) within two (2) years from the Enrollment Date of the Offering Period in which the shares were purchased or (b) within one (1) year after the Exercise Date on which such shares were purchased. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the participant in such disposition or other transfer. Alternatively, the Administrator shall have the discretionary authority to require that the shares purchased on behalf of each participant be held in the participant’s Company-designated brokerage account for the time period set forth in (a) and (b) above. The foregoing procedures shall not in any way limit when the participant may sell the participant’s shares.

28.    Structure of the Plan.

(a)    This Plan document is an omnibus document which includes the primary Plan document (the “Statutory Plan”) designed to permit offerings of grants to employees of the Company and any subsidiary of the Company where such offerings are intended to satisfy the requirements of Section 423 of the Code (although the Company makes no undertaking nor representation to obtain or maintain qualification under Section 423 for any subsidiary, individual, offering or grant) and also a separate international plan (the “Non-Statutory Plan”) which permits offerings of grants to employees of certain Non-U.S. subsidiaries that are not intended to satisfy the requirements of Section 423 of the Code.

(b)    The Statutory Plan shall be a separate and independent plan from the Non-Statutory Plan, provided, however, that the total number of shares authorized to be issued under the Plan applies in the aggregate to both the Statutory Plan and the Non-Statutory Plan. Offerings under the Non-Statutory Plan may be made to achieve desired tax or other objectives in particular locations outside the United States or to comply with local laws applicable to offerings in such foreign jurisdictions.

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(c)    The terms of the Statutory Plan shall be those set forth in this Plan document to the extent such terms are consistent with the requirements for qualification under Section 423 of the Code. The Board may adopt a Non-Statutory Plan applicable to particular subsidiaries, which shall be designed to achieve tax, securities law or other Company compliance objectives in particular locations outside the United States. The terms of a Non-Statutory Plan may take precedence over other provisions in this document, with the exception of Section 13(a) of the Plan with respect to the total number of shares available to be offered under the Plan. Unless otherwise superseded by the terms of such Non-Statutory Plan, the provisions of this Plan document shall govern the operation of such Non-Statutory Plan. Except to the extent expressly set forth herein or where the context suggests otherwise, any reference herein to “Plan” shall be construed to include a reference to the Statutory Plan and the Non-Statutory Plan.

29.    Governing law and Jurisdiction. The validity and enforceability of this Plan shall be governed by and construed in accordance with the laws of the State of Delaware without regard to otherwise governing principles of conflicts of law. The courts of the State of California shall have jurisdiction to settle any dispute which may arise out of, or in connection with, the Plan. The jurisdiction agreement contained in this Section 29 is made for the benefit of the Company and its Designated Subsidiaries only, which accordingly retain the right to bring proceedings in any other court of competent jurisdiction. By completing a subscription agreement, a participant is deemed to have agreed to submit to such jurisdiction.

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EX-21.1

Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT

NAME	STATE OR OTHER JURISDICTION OF INCORPORATION
DLLNI Limited	United Kingdom
DTS, Inc.	Delaware
DTS International Services GmbH	Germany
DTS Licensing Limited	Ireland
FotoNation Limited	Ireland
FotoNation Romania S.R.L.	Romania
Gemstar Development LLC	California
Gemstar-TV Guide Interactive, LLC	Delaware
iBiquity Digital Corporation	Delaware
Perceive Corporation	Delaware
Rovi Data Solutions LLC	Delaware
Rovi Product Corporation	Delaware
TiVo Platform Technologies LLC	Delaware
TiVo Poland Sp. z o.o.	Poland
TiVo Tech Private Limited	India
Veveo LLC	Delaware
Vewd Software AS	Norway
Vewd Software Holdings Limited	United Kingdom
Vewd Software Poland Sp. Z.o.O.	Poland
Vewd Software Sweden AB	Sweden
Vewd Software USA, LLC	Delaware
Xperi Product SpinCo Corporation	Delaware

The names of other subsidiaries are omitted. Such subsidiaries would not, if considered in the aggregate as a single subsidiary, constitute a significant subsidiary within the meaning of Item 601(b)(21)(ii) of Regulation S-K.

1

EX-99.1

Exhibit 99.1

Dear Xperi Stockholder:

We are pleased to deliver to you this information statement to inform you that on August 25, 2022, the board of directors of Xperi Holding Corporation (“Xperi”) approved the distribution of all the then issued and outstanding shares of common stock of Xperi Inc. (“Xperi Inc.”), a wholly owned subsidiary of Xperi, to Xperi stockholders. At the time of the distribution, Xperi Inc. will hold Xperi’s product business.

As previously announced, Xperi intends to separate into two independent, publicly traded companies—one for each of its product and IP licensing businesses. It is expected that after the distribution of Xperi Inc., Xperi will be renamed “Adeia Inc.” (“Adeia”). Once renamed, Adeia is expected to change its symbol to “ADEA .” Until such time, Xperi will continue to trade on the Nasdaq Global Select Market under the symbol “XPER.” The distribution of Xperi Inc. common stock will occur on                 , 2022 by way of a pro rata dividend to Xperi stockholders. Each Xperi stockholder will be entitled to receive four shares of Xperi Inc. common stock for every ten shares of Xperi common stock held by such stockholder at the close of business on                 , 2022, the record date of the distribution.

Immediately following the distribution, Xperi stockholders as of the record date for the applicable distribution will own 100% of the Xperi Inc. common stock and Xperi Inc. will become an independent, publicly traded company. Assuming the distribution is completed, immediately following the distribution, Adeia will continue to hold Xperi’s IP licensing business. The Xperi board of directors believes that creating two focused companies is the best way to drive value for all of Xperi’s stakeholders. They also believe that the separation of Xperi’s product and IP licensing businesses will better position both companies to capitalize on significant growth opportunities and focus their resources on their respective businesses and strategic priorities.

We expect the distribution of Xperi Inc. common stock to be tax-free for U.S. federal income tax purposes, except for any cash received in lieu of fractional shares. You should consult your own tax advisor as to the particular tax consequences of the distribution of Xperi Inc. common stock to you, including potential tax consequences under state, local and non-U.S. tax laws.

Stockholder approval of the distribution is not required. You are not required to take any action to receive your Xperi Inc. common stock and you do not need to pay any consideration or surrender or exchange your Xperi shares to receive your Xperi Inc. common stock.

Immediately following the distribution, you will own shares in both Adeia and Xperi Inc. We have applied to list our common stock on the New York Stock Exchange under the symbol “XPER.” In connection with the distribution of Xperi Inc., Adeia is expected to change its stock symbol to “ADEA.”

The enclosed information statement is being mailed to all Xperi stockholders who held shares of Xperi common stock as of the record date for the distribution of Xperi Inc. common stock. This statement describes the distribution in detail and contains important information about Xperi, Xperi Inc. and the distribution. We urge you to read the information statement carefully.

We want to thank you for your continued support of Xperi, and we look forward to your support of Xperi Inc. in the future.

Sincerely,

Jon Kirchner

Chief Executive Officer and President

Xperi Holding Corporation

[●], 2022

Dear Xperi Holding Corporation Shareholder:

On August 25, 2022, the board of directors of Xperi Holding Corporation (“Xperi”) approved the spin-off of our product business, Xperi Inc., into a separately traded public company.

We believe the separation will reduce complexity, increase business focus, and enable shareholders to more clearly evaluate the performance and future prospects of each business, unlocking meaningful value for shareholders.

In connection with the separation, Xperi Holding Corporation, which will hold the intellectual property (IP) licensing business (“Adeia”) after the serparation, will be renamed Adeia Inc. Paul Davis, Adeia’s current President, will become Chief Executive Officer. Adeia’s ticker symbol will become “ADEA,” and we will adopt the Adeia logo ..

Adeia will be one of the largest stand-alone IP platforms by revenue, with a diverse portfolio of nearly 10,000 media and semiconductor patent and patent applications worldwide. The quality and depth of our decades long relationships with customers has been a key contributor in our ability to renew and complete new license agreements with global leaders in media, entertainment, consumer electronics, social media, and semiconductor companies. Our media patent portfolios cover many critical digital entertainment technologies, and with strategic investments we are positioned to grow our licensable market. We are also a leading innovator in the semiconductor space which covers fundamental hybrid bonding, packaging, and processing technologies. Adeia will continue to grow its patent portfolios in size and relevance through ongoing investments that are principally focused on internal innovations, as well as through targeted acquisitions and strategic management of its patent portfolios.

The separation will be effected by means of a pro rata distribution of Xperi Inc. shares of common stock to existing holders of Xperi common stock, as described in the attached information statement. For U.S. federal income tax purposes, the distribution is intended to be tax-free to Xperi shareholders. Holders of Xperi common stock as of the record date are not being asked to take any action to receive Xperi Inc. common stock in the distribution. No stockholder approval of the distribution is required, and you do not need to pay any consideration, exchange, or surrender your existing shares of Xperi common stock or take any other action to receive your shares of Xperi Inc. common stock. The distribution will not affect the number of outstanding shares of Xperi common stock or any rights of Xperi stockholders.

We encourage you to read the attached information statement, which describes the separation and contains important details on our business model, financial profile, market opportunity, and strategy to drive near and long-term growth to generate value for our shareholders. We thank you for your continuing support of Xperi Holding Corporation (to be named Adeia Inc. at separation) and look forward to your future support of Xperi Inc. (which will become a standalone public product business at separation).

Thank you,

Jon E. Kirchner

President and Chief Executive Officer

Xperi Holding Corporation and Xperi Inc.

Paul E. Davis

President and Chief Executive Officer of Adeia

[●], 2022

Dear Future Xperi Inc. Shareholder:

On behalf of Xperi Inc., I am excited to welcome you as a future shareholder of our new company.

We began our journey 35 years ago and have since invented, developed, and delivered technologies that create extraordinary experiences at home and on the go for millions of consumers around the world, elevating content and how audiences connect with it in a way that is more intelligent, immersive, and personal. To meet rising consumer expectations for higher quality and seamlessly integrated experiences, we work with partners across the digital value chain to power the next generation solutions for connected homes, connected cars—and our connected lives.

Xperi technologies, delivered via its brands (DTS, HD Radio, IMAX Enhanced, TiVo), and by its startup, Perceive, are integrated into billions of consumer devices and media platforms worldwide, powering smart devices, connected cars, entertainment experiences and more. We’ve created a unified ecosystem that reaches highly engaged consumers, uncovering incredible new business opportunities, now and in the future.

Xperi’s mature, diversified and stable businesses are profitable, generate significant cash flow, enable investment in our growth initiatives and provide incredible insights into advancing core technologies for our fast-growing independent media platform business.

We invite you to learn more about our company by reading the enclosed information statement. We are excited about our future as an independent, publicly traded company, and look forward to your continued support as an Xperi Inc. shareholder as we begin this new chapter of our journey.

Sincerely,

Jon E. Kirchner

President and Chief Executive Officer

Xperi Inc.

Information included herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Act of 1934, as amended.

Preliminary and Subject to Completion, dated                  , 2022

INFORMATION STATEMENT

XPERI INC.

Common Stock, Par Value $0.001 Per Share

This information statement is being furnished to the holders of common stock of Xperi Holding Corporation (“Xperi”) in connection with the distribution of shares of common stock of Xperi Inc. (“Xperi Inc.”). Xperi Inc. is a wholly owned subsidiary of Xperi that, at the time of the distribution, will hold Xperi’s product business. Xperi will distribute all the outstanding shares of Xperi Inc. common stock on a pro rata basis to its common stockholders.

Xperi Inc. is organized as a corporation under the laws of the State of Delaware.

For every ten shares of Xperi common stock held of record by you as of the close of business on                 , 2022, the record date for the distribution, you will receive four shares of Xperi Inc. common stock. No fractional shares of Xperi Inc. common stock will be issued. Instead, you will receive cash in lieu of any fractional shares. As discussed under “The Separation and Distribution—Trading Between the Record Date and Distribution Date,” if you sell your Xperi common stock in the “regular-way” market after the record date and before the separation and distribution, you will also be selling your right to receive shares of Xperi Inc. common stock in connection with the separation and distribution. We expect the shares of Xperi Inc. common stock to be distributed by Xperi to you on                  , 2022. We refer to the date of distribution of Xperi Inc. common stock as the “distribution date.” After the distribution, we will be an independent, publicly traded company.

No vote of Xperi stockholders is required or being sought to effect the distribution. Therefore, you are not being asked for a proxy to vote on the separation or the distribution, and you are requested not to send us a proxy. You do not need to pay any consideration, exchange or surrender your existing shares of Xperi common stock or take any other action to receive your shares of Xperi Inc. common stock.

The distribution is intended to be tax-free to Xperi stockholders for United States federal income tax purposes, except for cash received in lieu of fractional shares. The distribution is subject to the satisfaction or waiver by Xperi of certain conditions, including the receipt of an opinion of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) confirming that the distribution and certain transactions entered into in connection with the distribution generally will be tax-free to Xperi and its shareholders for U.S. federal income tax purposes, except for cash received in lieu of fractional shares. Cash received in lieu of any fractional shares of Xperi common stock will generally be taxable to you.

Xperi currently owns all the outstanding shares of Xperi Inc. Accordingly, there is no current trading market for Xperi Inc. common stock, although we expect that a limited market, commonly known as a “when-issued” trading market, will develop as early as the trading day prior to the record date for the distribution, and we expect “regular-way” trading of Xperi Inc. common stock to begin on the distribution date. Xperi Inc. has applied to list its common stock on the New York Stock Exchange under the symbol “XPER.”

Following the separation and distribution, Xperi Inc. will qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, and, as such, is allowed to provide in this information statement more limited disclosures than an issuer that would not so qualify. In addition, for so long as Xperi Inc. remains an emerging growth company, it may take advantage, for a period of time, of certain exceptions from the Sarbanes-Oxley Act of 2002 and the Dodd- Frank Act of 2010.

In reviewing this information statement, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 20.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The date of this information statement is                  , 2022 and is first being mailed to Xperi stockholders on or about                 , 2022.

TABLE OF CONTENTS

PRESENTATION OF INFORMATION	1
CERTAIN DEFINED TERMS	2
SUMMARY	3
SUMMARY OF THE SEPARATION AND DISTRIBUTION	8
QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION	12
RISK FACTORS	20
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS	50
THE SEPARATION AND DISTRIBUTION	52
DIVIDEND POLICY	64
CAPITALIZATION	65
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	66
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	71
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	75
BUSINESS	106
BOARD OF DIRECTORS AND MANAGEMENT	124
EXECUTIVE COMPENSATION	129
DIRECTOR COMPENSATION	145
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	146
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	154
U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION	156
DESCRIPTION OF MATERIAL INDEBTEDNESS	160
DESCRIPTION OF OUR CAPITAL STOCK	161
WHERE YOU CAN FIND MORE INFORMATION	165

PRESENTATION OF INFORMATION

Except as otherwise indicated or unless the context otherwise requires, the information included in this information statement about Xperi Inc. assumes the completion of all of the transactions referred to in this information statement in connection with the separation and distribution. Unless the context otherwise requires, references in this information statement to “Xperi Inc.,” “we,” “us,” “our,” “our company” and “the Company” refer to the product business of Xperi, which is held by TiVo Product HoldCo LLC, a Delaware limited liability company (or TiVo Product HoldCo Corporation, a Delaware corporation, upon its conversion into a corporation), and subsequently renamed to Xperi Inc., a Delaware corporation, on August 15, 2022, and its consolidated subsidiaries. Unless the context otherwise requires, references in this information statement to “Xperi” or “Historical Xperi” refer to Xperi Holding Corporation, a Delaware corporation, and its consolidated subsidiaries, prior to the distribution of Xperi Inc. References in this information statement to Xperi Inc.’s historical assets, liabilities, products, business or activities are generally intended to refer to the historical assets, liabilities, products, business or activities of the Xperi Inc. business as it was conducted as part of Xperi and its subsidiaries prior to the spin-off. Unless the context otherwise requires, references in this information statement to the “separation” or the “spin-off” refer to the separation of Xperi Inc. from Xperi’s other businesses and the creation, as a result of the distribution, of an independent, publicly traded company, Xperi Inc.

Unless otherwise indicated or the context otherwise requires, this information statement describes Xperi Inc. as if the Internal Reorganization and Business Realignment (each as defined in the section entitled “The Separation and Distribution”) and the separation and distribution have been completed and as if Xperi Inc. held the product business of Xperi during all periods described. As a result, references in this information statement to Xperi Inc.’s historical assets, liabilities, products, business or activities are generally references to the applicable assets, liabilities, products, business or activities of Historical Xperi on a pro forma basis as if the Internal Reorganization, Business Realignment and separation and distribution had already occurred and Xperi Inc. was a standalone company holding Xperi’s product business. The unaudited pro forma condensed combined statements of operations give effect to the Internal Reorganization, Business Realignment and separation and distribution, described under “Unaudited Pro Forma Condensed Combined Financial Information,” as if they occurred on January 1, 2021, the beginning of the most recently completed fiscal year. The unaudited pro forma condensed combined balance sheet gives effect to the Internal Reorganization, Business Realignment and separation and distribution, described under “Unaudited Pro Forma Condensed Combined Financial Information,” as if they occurred as of June 30, 2022, our latest balance sheet date. See the section entitled “The Separation and Distribution” for further information.

You should carefully read this entire information statement, which forms a part of the registration statement on Form 10 (the “Form 10”), as well as (i) the combined financial statements of Xperi Inc. (referred to as Xperi Product in the financial statements) and notes thereto, (ii) the audited combined financial statements of TiVo Product (as defined below) for the year ended December 31, 2019, and (iii) the unaudited combined financial statements of TiVo Product for the three months ended March 31, 2020 and 2019, which are incorporated by reference herein and filed as Exhibits 99.2, 99.3 and 99.4, respectively, to the Form 10 of which this information statement forms a part. The combined financial statements included for TiVo Product are presented to provide readers an understanding of the product business of Pre-Merger TiVo. Some of the statements in this information statement constitute forward-looking statements. See the section entitled “Cautionary Statement Concerning Forward-Looking Statements.”

You should not assume that the information contained in this information statement is accurate as of any date other than the date set forth on the cover. Changes to the information contained in this information statement may occur after that date, and we undertake no obligation to update the information, except in the normal course of our public disclosure obligations.

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CERTAIN DEFINED TERMS

Unless otherwise indicated or the context otherwise requires, references in this information statement to:

• “Adeia” refers to Xperi and its consolidated subsidiaries, following the distribution of Xperi Inc., at which time Adeia will hold the IP licensing business of Xperi and is expected to be renamed “Adeia Inc.”;

• “Business Realignment” has the meaning set forth in the section titled “The Separation and Distribution”;

• “distribution” refers to the transaction in which Xperi will distribute to its stockholders all of the then issued and outstanding shares of Xperi Inc. common stock;

• “distribution date” refers to the date of the distribution, which is expected to be on                  , 2022;

• “Internal Reorganization” refers to the meaning set forth in the section titled “The Separation and Distribution”;

• “Mergers” refers to the merger of Pre-Merger Xperi and Pre-Merger TiVo pursuant to an all-stock merger of equals transaction consummated on June 1, 2020;

• “Pre-Merger TiVo” refers to TiVo Corporation and its consolidated subsidiaries prior to the Mergers;

• “Pre-Merger Xperi” refers to Xperi Corporation and its consolidated subsidiaries prior to the Mergers;

• “record date” refers to                     , 2022, the date set by the Xperi board of directors to determine the Xperi stockholders eligible to receive the distribution of Xperi Inc. common stock;

• “separation” refers to the transaction in which Xperi Inc. will be separated from Xperi;

• “TiVo Acquisition” refers to the acquisition of TiVo Inc. (renamed TiVo Solutions Inc.) by Rovi Corporation in a cash and stock transaction consummated on April 28, 2016;

• “TiVo Product” refers to the product business of Pre-Merger TiVo;

• “Xperi Inc.,” “we,” “us,” “our” and “the Company” refer to the product business of Xperi, which is held by TiVo Product HoldCo LLC, a Delaware limited liability company (or TiVo Product HoldCo Corporation, a Delaware corporation, upon its conversion into a corporation), and subsequently renamed to Xperi Inc., a Delaware corporation, on August 15, 2022, and its consolidated subsidiaries after giving effect to the Internal Reorganization, Business Realignment and separation and distribution, resulting in Xperi Inc. holding the product business of Xperi;

• “Xperi Inc. common stock” refers to the shares of common stock, par value $0.001 per share, of Xperi Inc.;

• “Xperi” or “Historical Xperi” refers to Xperi Holding Corporation, a Delaware corporation, and its consolidated subsidiaries, prior to the distribution of Xperi Inc., which is expected to be renamed Adeia Inc. following the distribution;

• “Xperi Product,” as such term is used in connection with references to financial statements, refers to the product business of Xperi; and

• “Xperi stockholders” refers to holders of record of the common stock of Xperi in their capacity as such.

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SUMMARY

The following is a summary of material information discussed in this information statement. This summary may not contain all the details concerning the separation and distribution or other information that may be important to you. To better understand the separation, distribution and our business and financial position, you should carefully review this entire information statement.

Our Company

Our company, Xperi Inc., comprises a portfolio of software and services that address one of the biggest consumer trends in entertainment today – the massive proliferation of content and the rapidly changing habits for how consumers are finding, watching and enjoying entertainment. We offer consumers a unique and seamless end-to-end entertainment experience, from choice to consumption, in the home, in the car and on-the-go. Additionally, through our technology solutions, we can offer our customers and partners additional ways to monetize that consumption.

Strategy and Solutions

Xperi Inc. makes the ordinary extraordinary. Our business creates extraordinary experiences at home and on the go for millions of consumers around the world, elevating content and how audiences connect with it in a way that is more intelligent, immersive and personal. Powering smart devices, connected cars, entertainment experiences and more, we’ve created ecosystems that reach highly engaged consumers, that have and will uncover new business opportunities. We group our business into four categories based on the products delivered and customers served: Pay- TV, Consumer Electronics, Connected Car, and Media Platform.

Key elements of our strategy by end-market include:

• Pay-TV: We transform the traditional television user experience from linear multi-channel video program distribution (“MVPD”) with cloud-based digital video recording (“DVR”) to an immersive, intuitive and hyper-personalized experience. Our iconic user experience gets people to the entertainment they love faster than ever. Content-first and artificial intelligence (“AI”) powered, it’s the one place for today’s amazing TV shows, movies, sports and more across live, recorded, on- demand and streaming TV. Brilliant imagery and relevant, personalized recommendations make the experience more enjoyable and engaging, everywhere people watch.

• Consumer Electronics: We create memorable entertainment experiences at every turn. With clear, bright visuals and heart-pounding, immersive sound, we’re everywhere people listen, watch and play – at the movies, throughout the home and on the most popular mobile devices and gaming platforms. Also, we are developing our machine-learning capabilities through our subsidiary, Perceive Corporation (“Perceive”), which delivers datacenter-class accuracy and performance to edge-based devices at ultra-low power.

• Connected Car: We transform the automotive experience by bringing high-quality multimedia and personalization to the connected car, just like at home. We immerse drivers in more of their favorite audio content, with crystal-clear, subscription-free digital radio. We give drivers confidence, as vehicles with our AI-powered in-cabin sensing solutions improve the safety, comfort and security of everyone in the car. With autonomous vehicles evolving consumer expectations, we are innovating to create the dashboard of the future, accommodating more types of entertainment, from video to gaming and more.

• Media Platform: We reach highly engaged consumers wherever they watch. We endeavor to connect advertisers and entertainment producers to audiences they can’t reach on other platforms, thanks to our content-first user experience that monetizes live and streaming TV across devices. Our unique footprint includes millions of traditional, linear TV households, where we deterministically capture viewership throughout the home, as well as anyone streaming from our ad-supported content network. With users

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searching less and watching more, networks and studios grow audiences, while consumer brands build incremental exposure to their campaigns over time.

Emerging Growth Company

As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We will continue to be an emerging growth company until the earliest to occur of:

• the last day of the fiscal year following the fifth anniversary of the distribution;

• the last day of the fiscal year with at least $1.07 billion in annual revenue;

• the last day of the fiscal year in which we are deemed to be a large accelerated filer, which means that we have been public for at least 12 months, have filed at least one annual report and the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last day of our then-most recently completed second fiscal quarter; or

• the date on which we have issued more than $1.0 billion of non-convertible debt during the prior three- year period.

Until we cease to be an emerging growth company, we may take advantage of reduced reporting requirements generally unavailable to other public companies. Those provisions allow us to:

• provide reduced disclosure regarding our executive compensation arrangements pursuant to the rules applicable to smaller reporting companies, which means we do not have to include a compensation discussion and analysis and certain other disclosure regarding our executive compensation;

• not provide an auditor attestation of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act of 2002, as amended; and

• not hold a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We have elected to adopt the reduced disclosure requirements described above for purposes of the information statement. In addition, for so long as we qualify as an emerging growth company, we expect to take advantage of certain of the reduced reporting and other requirements of the JOBS Act with respect to the periodic reports we will file with the SEC and proxy statements that we use to solicit proxies from our stockholders. As a result of these elections, the information that we provide in this information statement may not be comparable to the information you may receive from other public companies in which you hold equity interests. In addition, it is possible that some investors will find our common stock less attractive as a result of these elections, which may result in a less active trading market for our common stock and higher volatility in our stock price.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We may take advantage of the longer phase-in periods for the adoption of new or revised financial accounting standards under the JOBS Act (i) until we are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. Our election to use the phase-in periods permitted by this election may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the longer phase-in periods permitted under the JOBS Act and who will comply with new or revised financial accounting standards. If we were to subsequently elect instead to comply with public company effective dates, such election would be irrevocable pursuant to the JOBS Act.

See “Risk Factors—Risks Related to Ownership of Our Common Stock—For as long as we are an emerging growth company, we will not be required to comply with certain requirements that apply to other public companies” for certain risks related to our status as an emerging growth company.

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Summary Risk Factors

An investment in our common stock is subject to several risks associated with our business, the spin-off, and ownership of Xperi common stock. The following list of risk factors is not exhaustive. Please read carefully “Risk Factors” beginning on page 20 for a more thorough description of these and other risks.

Risks Related to our Business

• Our business and results of operations have been, and are expected to continue to be, impacted by the global COVID-19 pandemic.

• We may not be able to manage our disparate business operations efficiently, which may lead to disposition of such business and related assets.

• The long-term success of our business is dependent on a royalty-based business model, which is inherently risky.

• Our licensees may delay, refuse to or be unable to make payments to us due to financial difficulties or otherwise, or shift their licensed products to other companies to lower their royalties to us.

• It is difficult for us to verify royalty amounts owed to us under our licensing agreements.

• We may not be able to develop and timely deliver innovative technologies and services in response to changes in our markets and industries.

• Competition for employees is intense, and we may not be able to attract and retain the qualified and skilled employees needed to support our business.

• Our products and services face intense competition from various sources, and we may not be able to compete effectively.

• We face competitive risks in the provision of entertainment offerings involving the distribution of digital content provided by third-party application providers through broadband.

• Our pursuit of acquisitions and divestitures may adversely affect our business operations or stock price if we cannot successfully execute our strategies.

• If we fail to protect and enforce our intellectual property rights, contract rights, and our confidential information, our business may suffer.

• We may not be able to protect our brand from third-party infringement or to increase our brand awareness.

• Our business may suffer if third parties assert that we violate their intellectual property rights.

• We may not be able to maintain a sufficient amount of content released in the Digital Theater Systems (“DTS”) audio format, which may reduce demand for our technologies, products, and services.

• Our success depends, in part, on discretionary consumer and corporate spending and factors, such as unusually high levels of inflation and rising risk of recession in the near term, could have an adverse effect on our business.

Risks Related to Financial Matters

• If our goodwill and other intangible assets become impaired, we may be required to record a significant charge to earnings.

• Changes in our tax rates or exposure to additional tax assessments could adversely affect our effective tax rates and negatively affect our business and financial condition.

Risks Related to Regulatory and Legal Matters

• New governmental regulations or new interpretations of existing laws, including legislative initiatives, could cause legal uncertainties and result in harm to our business.

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• We need to safeguard the security and privacy of our customers’ confidential data and remain in compliance with laws that govern such data, and any inability to do so may harm our reputation and brand and expose us to legal action.

• Current and future governmental and industry standards may significantly limit our business opportunities.

• Our activities to advertise, market and sell our services directly to consumers are highly impacted by constantly evolving state and federal laws and regulations.

Risks Related to the Separation

• We may be unable to achieve some or all of the benefits that we expect to achieve from our separation.

• If the distribution, together with certain related transactions, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then we could be subject to significant tax and indemnification liability and stockholders receiving Xperi Inc. common stock in the distribution could be subject to significant tax liability.

• The Internal Revenue Service (“IRS”) may assert that the Mergers cause the distribution and other related transactions to be taxable to Xperi, in which case we could be subject to significant indemnification liability.

• We will be subject to continuing contingent tax-related liabilities of Xperi following the distribution.

• We will agree to numerous restrictions to preserve the tax-free treatment of the distribution and certain related transactions in the United States, which may reduce our strategic and operating flexibility.

• Following the separation and distribution we will need to provide or arrange for certain services to be provided that are currently provided by Xperi.

• Neither the financial information of Xperi Inc. nor the unaudited pro forma condensed combined financial information is necessarily representative of the results we would have achieved as an independent, publicly traded company and may not be a reliable indicator of our future results.

• Following the separation and distribution, we may not enjoy the same benefits of diversity, leverage and market reputation that we enjoyed as a part of Xperi.

Risks Related to Ownership of our Common Stock

• If we fail to maintain effective internal control over financial reporting, our ability to produce accurate financial statements could be impaired, which could increase our operating costs and affect our ability to operate our business.

• We cannot be certain that an active trading market for Xperi Inc. common stock will develop or be sustained after the distribution, and following the distribution, our stock price may fluctuate significantly.

• A number of shares of Xperi Inc. common stock are or will be eligible for future sale, which may cause our stock price to decline.

The above list of risk factors is not exhaustive. Please read the information in the section entitled “Risk Factors” for a more thorough description of these and other risks.

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Corporate Information

TiVo Product HoldCo LLC was formed in the State of Delaware on April 17, 2019 and was converted into a corporation, TiVo Product HoldCo Corporation, as part of the Internal Reorganization and Business Realignment on August 8, 2022 and subsequently renamed to Xperi Inc. on August 15, 2022. The current address of Xperi Inc.’s principal executive offices is 2190 Gold Street, San Jose, California 95002. Xperi Inc. can be contacted by calling (408) 519-9100. Our website address is www.xperi.com. The reference to our website is a textual reference only. Information on our website, any website directly or indirectly linked to our website, or any other website mentioned in this information statement does not constitute in any way part of this information statement and is not incorporated by reference into this information statement, and you should not rely on any such information in making an investment decision.

Trademarks indicated by use of the symbols ^® or ^TM are trademarks of Xperi or Xperi Inc. or their respective affiliated companies or respective owners.

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SUMMARY OF THE SEPARATION AND DISTRIBUTION

The following is a summary of the material terms of the separation, distribution and other related transactions. For a more detailed description of the matters described below, see the section entitled “The Separation and Distribution” beginning on page 52.

Distributing company	Xperi Holding Corporation
Distributed company	Xperi Inc., a Delaware corporation and a wholly owned subsidiary of Xperi that will be the holding company for Xperi’s product business. Following the distribution, Xperi Inc. will be an independent, publicly traded company.
Distribution ratio	Each Xperi stockholder will receive four shares of Xperi Inc. common stock for every ten shares of Xperi common stock held on                     , 2022, the record date for the distribution. Xperi stockholders may also receive cash in lieu of any fractional shares, as described below.
Distributed securities	In the distribution, Xperi will distribute to Xperi stockholders all of the then issued and outstanding shares of Xperi Inc. common stock. Following the separation and distribution, Xperi Inc. will be a separate company, and Adeia will not retain any ownership in Xperi Inc. The actual number of shares of Xperi Inc. common stock that will be distributed will depend on the number of shares of Xperi common stock outstanding on the record date. Immediately following the distribution, Xperi stockholders will own shares in both Xperi Inc. and Adeia. In connection with the distribution of Xperi Inc., Adeia is expected to change its stock symbol to “ADEA.”
Fractional shares	Xperi will not distribute any fractional shares of Xperi Inc. common stock. Instead, if you are a registered holder, Computershare Inc., a Delaware corporation, and its wholly owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare Inc., “Computershare”), the distribution agent will aggregate all fractional shares that would have otherwise been issued in the distribution into whole shares and sell the whole shares in the open market at prevailing market prices on behalf of all Xperi stockholders entitled to receive a fractional share. The distribution agent will then distribute the aggregate cash proceeds of the sales, net of brokerage fees and other costs, pro rata to those stockholders (net of any required withholding for taxes applicable to each stockholder) who otherwise would have been entitled to receive a fractional share in the distribution. Xperi stockholders who receive cash in lieu of fractional shares will not be entitled to any interest on amounts paid in lieu of fractional shares. Any cash received in lieu of fractional shares generally will be taxable to Xperi stockholders as described in the section entitled “U.S. Federal Income Tax Consequences of the Distribution.”
Record date	The record date for the distribution is the close of business on                     , 2022.
Distribution date	The distribution date is expected to be on                     , 2022.
Distribution	On the distribution date, Xperi will distribute shares of Xperi Inc. common stock to all Xperi stockholders as of the record date based on the distribution ratio. The shares of Xperi Inc. common stock will be issued electronically in direct registration or book-entry form and no certificates will be issued.

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Commencing on or shortly following the distribution date, the distribution agent will mail to stockholders who hold their shares directly with Xperi (registered holders) a direct registration account statement that reflects the shares of Xperi Inc. common stock that have been registered in their name. For shares of Xperi common stock that are held through a bank, the bank will credit the stockholder’s account with the Xperi Inc. common stock they are entitled to receive in the distribution. Xperi stockholders will not be required to make any payment, to surrender or exchange their shares of Xperi common stock or to take any other action to receive their shares of Xperi Inc. common stock in the distribution. If you are an Xperi stockholder on the record date and decide to sell your shares on or before the distribution date, you may choose to sell your Xperi common stock with or without your entitlement to receive Xperi Inc. common stock in the distribution. Beginning on or shortly before the record date and continuing through the last trading day prior to the distribution, it is expected that there will be two markets in Xperi common stock: a “regular-way” market and an “ex-distribution” market. Shares of Xperi common stock that are traded in the “regular-way” market will trade with the entitlement to receive the Xperi Inc. common stock that is distributed pursuant to the distribution. Shares that trade in the “ex-distribution” market will trade without the entitlement to receive the shares of Xperi Inc. common stock distributed pursuant to the distribution. Consequently, if you sell your shares of Xperi common stock in the “regular-way” market on or prior to the last trading day prior to the distribution date, you will also be selling your right to receive Xperi Inc. common stock in the distribution.

Conditions to the distribution

The distribution is subject to the satisfaction of the following conditions, among other conditions described in this information statement: •   The SEC having declared effective the Form 10 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), no stop order relating to the Form 10 being in effect, no proceedings seeking such a stop order being pending before or threatened by the SEC and this information statement having been distributed to Xperi stockholders; •   the listing of Xperi Inc. common stock on the New York Stock Exchange having been approved, subject to official notice of issuance; •   the Xperi board of directors having received an opinion from a nationally recognized independent appraisal firm to the effect that, following the distribution, Xperi Inc. and Xperi will each be solvent and adequately capitalized, and that Xperi has adequate surplus under Delaware law to declare the dividend of Xperi Inc. common stock; •   the Internal Reorganization and Business Realignment having been effectuated prior to the distribution date; •   the Xperi board of directors having declared the dividend of Xperi Inc. common stock to effect the distribution and having approved the distribution and all related transactions, which approval may be

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	given or withheld in the board’s absolute and sole discretion (and such declaration or approval not having been withdrawn); •   Xperi having elected the individuals to be members of our board of directors following the distribution, and certain directors as set forth in the separation and distribution agreement having resigned from the Xperi board of directors; •   each of us and Xperi and each of our or its applicable subsidiaries having entered into all ancillary agreements to which it and/or any such subsidiary is contemplated to be a party; •   no events or developments having occurred or exist that make it inadvisable to effect the distribution or that would result in the distribution and related transactions not being in the best interest of Xperi or its stockholders; •   no order, injunction or decree by any governmental entity of competent jurisdiction or other legal restraint or prohibition preventing consummation of the distribution or any of the related transactions, including the transfers of assets and liabilities contemplated by the separation and distribution agreement, shall be pending, threatened, issued or in effect; and •   the receipt by Xperi of an opinion of Skadden, in form and substance satisfactory to Xperi (in its sole discretion) (the “Tax Opinion”), substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as a tax-free transaction for U.S. federal income tax purposes under Section 355 and Section 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”). The fulfillment of these conditions does not create any obligation on Xperi’s part to effect the distribution, and the Xperi board of directors has the ability, in its sole discretion, to amend, modify or abandon the distribution and related transactions at any time prior to the distribution date.
Stock exchange listing	We have applied to list our common stock on the New York Stock Exchange under the symbol “XPER.” We anticipate that as early as the trading day prior to the record date, trading in shares of Xperi Inc. common stock will begin on a “when-issued” basis and that this “when-issued” trading market will continue through the last trading day prior to the distribution date. See the section entitled “The Separation and Distribution—Trading Between the Record Date and Distribution Date.”
Distribution agent	Computershare.
Xperi Inc.’s indebtedness	TiVo Product Holdco LLC is the obligor under a senior unsecured promissory note in a principal amount of $50 million, which will be indebtedness of Xperi Inc. following the separation. See “Description of Material Indebtedness” for details.
Risks relating to Xperi Inc., ownership of Xperi Inc. common stock and the distribution	Our business is subject to both general and specific risks, including risks relating to our business, to our relationship with Adeia following the separation and distribution and to us being a separate, publicly traded company. You should read carefully the section entitled “Risk Factors.”

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Tax considerations

It is a condition to the distribution that Xperi receive the Tax Opinion, substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as a tax-free transaction for U.S. federal income tax purposes under Section 368(a)(1)(D) and Section 355 of the Code. Additionally, Xperi has received a private letter ruling from the IRS, substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as a tax-free transaction for U.S. federal income tax purposes under Section 368(a)(1)(D) and Section 355 of the Code (the “IRS Ruling”). Assuming the distribution so qualifies, no gain or loss will be recognized by Xperi stockholders, and no amount will be included in the income of an Xperi stockholder, upon the receipt of shares of Xperi Inc. common stock pursuant to the distribution. However, any cash payments made in lieu of fractional shares will generally be taxable to the stockholder. For a more detailed discussion, see the section entitled “U.S. Federal Income Tax Consequences of the Distribution.”

Certain agreements with Xperi

We will enter into the separation and distribution agreement with Xperi (which will, after the separation of Xperi Inc., become Adeia) to effect the separation and distribution and provide a framework for our relationship with Adeia after the separation and distribution. We also intend to enter into various other agreements with Xperi, including a tax matters agreement, an employee matters agreement, cross business license agreement, data sharing agreement, and transition service agreement. These agreements will provide, among other things, for the attribution between us and Adeia of the assets, liabilities and obligations of Xperi (including its investments, property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after our separation from Xperi and will govern certain relationships between us and Adeia. There will be no restrictions on Adeia from establishing operations in entertainment- related products or services or on Xperi Inc. on establishing operations in IP licensing activities after the separation and distribution. For a discussion of these arrangements, see the section entitled “Certain Relationships and Related Party Transactions.”

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QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION

What is Xperi Inc. and why is Xperi separating its product business and distributing Xperi Inc. common stock? Prior to the completion of the Mergers on June 1, 2020, each of Pre-Merger Xperi and Pre-Merger TiVo was a standalone, publicly traded company. Pre-Merger Xperi operated a global business that included a product licensing segment and a semiconductor and IP licensing segment. Pre-Merger TiVo operated a global business that included a product segment and an IP licensing segment.   As a result of the Mergers, each of Pre-Merger Xperi and Pre-Merger TiVo became a subsidiary of Xperi. In connection with their entry into the merger agreement, Pre-Merger Xperi and Pre-Merger TiVo contemplated that, at some point following the Mergers, Xperi may pursue, subject to the approval of the Xperi board of directors and any required regulatory approvals, the separation of the combined company, Xperi, into two independent, publicly traded companies—one for each of the combined company’s product and IP licensing businesses. Following the closing of the Mergers, Xperi announced its intention to pursue, subject to the approval of the Xperi board of directors and any required regulatory approvals, such separation.   In connection with the separation of Xperi’s product and IP licensing businesses, Xperi will undertake the Internal Reorganization and Business Realignment, such that, at the time of distribution, Xperi Inc. will hold, directly or indirectly, Xperi’s product business. Xperi Inc. is a newly formed holding company for Xperi’s product business and the separation will be effected by way of a pro rata dividend of Xperi Inc. common stock to Xperi stockholders. Following the separation and distribution, Xperi Inc. will be a separate company, and the remaining company will not retain any ownership interest in Xperi Inc.   Our separation from Xperi and the distribution of our common stock are each intended to provide Xperi stockholders with equity investments in separate companies that will be able to focus on their respective businesses, with Xperi Inc. offering consumers a unique and seamless end-to-end entertainment experience through Pay-TV, Consumer Electronics, Connected Car and Media Platform. Our revenue is primarily derived from licensing our software, technologies and solutions to Pay-TV providers, consumer electronics manufacturers, entertainment content distributors, automobile manufacturers and suppliers and other industry partners. The IP licensing business of Xperi (which will be renamed “Adeia Inc.” after the separation and distribution), primarily licenses its patents, rather than software, technologies, or solutions, to customers in the media and semiconductor industries.   In connection with our separation from Xperi, we will own the patents associated with our audio business, including HD Radio and DTS AutoStage. In addition, we will own the patents associated with our Perceive subsidiary and a portion of the imaging and media related patents currently owned by Xperi. Adeia will retain ownership of all its semiconductor patents and a substantial majority of the media and imaging patents. We will also enter into a cross business license agreement with Adeia that will include a license to the patents retained by Adeia.   The separation is expected to enhance the value of each business for the reasons discussed in the sections entitled “The Separation and Distribution—Background of the Distribution” and “The Separation and Distribution—Reasons for the Separation and Distribution.”

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Why am I receiving this document?	We are delivering this document to you because you are an Xperi stockholder as of the close of business on             , 2022, the record date for the distribution. As an Xperi stockholder as of the record date, you are entitled to receive four shares of Xperi Inc. common stock for every ten shares of Xperi common stock that you hold at the close of business on such date. This document will help you understand how the separation and distribution will affect your investment in Xperi and your investment in Xperi Inc. after the separation.
What are the reasons for the separation?	The Xperi board of directors believes that the separation of Xperi into two independent, publicly traded companies through the separation of Xperi’s product and IP licensing businesses is in the best interests of Xperi and its stockholders and is the best available opportunity to unlock the value of Xperi’s business. The Xperi board of directors (as described in the section entitled “The Separation and Distribution—Background of the Distribution”), considered a wide variety of factors in evaluating the planned separation and distribution and in deciding to proceed with the distribution, including the risk that the distribution is abandoned and not completed. Among other things, the Xperi board of directors considered the following potential benefits of the separation and distribution: •   Increased Management Focus on Core Business and Distinct Opportunities. The separation will enable the respective management teams to adopt strategies and pursue objectives specific to their respective businesses, and better focus on strengthening their respective core businesses and operations; •   Improved Operational and Strategic Flexibility. The separation will permit each business to pursue its own business interests, operating priorities and strategies more effectively, and will enhance operational flexibility for both businesses, particularly in dealing with suppliers and customers;
	•   Focused Capital Allocation. The separation will eliminate competing priorities for capital allocation between Xperi’s product and IP licensing businesses; •   Distinct Investment Profile. The separation will simplify how investors evaluate each business, streamline the investment profiles of both businesses and may enhance their marketability; and •   Better Talent Recruitment and Retention. The separation will improve access to talent by allowing each company to capitalize on their distinct cultures and recruitment strategies. The Xperi board of directors also considered a number of potentially negative factors, including (a) Xperi Inc.’s ability to be profitable on a standalone basis, (b) Adeia continuing to develop new patentable innovations with fewer engineers and no associated product business, (c) the loss of synergies from ceasing to operate as part of a larger, more diversified company, (d) risks relating to the creation of a new public company, such as increased costs from operating as a separate public company, potential disruptions to the businesses and loss or dilution of brand identities, possible increased administrative costs and one-time separation costs, (e) restrictions on each company’s ability to pursue certain opportunities that may

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	have otherwise been available in order to preserve the tax-free nature of the distribution and certain related transactions for U.S. federal income tax purposes, and (f) the potential inability to realize the anticipated benefits of the separation and distribution. The Xperi board of directors concluded that the potential benefits of pursuing the separation and distribution outweighed the potentially negative factors in connection therewith. For more information, see the sections entitled “The Separation and Distribution—Reasons for the Separation and Distribution” and “Risk Factors.” The Xperi board of directors also considered these potential benefits and potentially negative factors in light of the risk that the distribution is abandoned or otherwise not completed, resulting in Xperi not separating into the intended separate publicly traded companies. The Xperi board of directors believes that the potential benefits to Xperi stockholders discussed above apply to the separation of the intended two businesses and that the creation of each independent company, with its distinctive business and capital structure and ability to focus on its specific growth plan, will provide Xperi stockholders with greater long-term value than retaining one investment in the combined company.
Why is the separation of Xperi Inc. structured as a distribution?	Xperi currently believes the separation by way of distribution is the most efficient way to separate its product business from Xperi for various reasons, including that a separation by way of distribution will (a) offer a high degree of certainty of completion in a timely manner, lessening disruption to current business operations; (b) provide a high degree of assurance that decisions regarding Xperi Inc.’s capital structure will align with its business objectives and provide the continued financial flexibility and financial stability to support its long-term growth and generate stockholder returns; and (c) generally be tax-free to Xperi stockholders for U.S. federal income tax purposes (except for any cash received in lieu of fractional shares). Xperi believes that a tax-free separation will enhance the value of both Xperi and Xperi Inc. See the section entitled “The Separation and Distribution— Reasons for the Separation and Distribution.”
What do I have to do to participate in the distribution?	You are not required to take any action to receive your Xperi Inc. common stock, although you are urged to read this entire document carefully. No approval of the distribution by Xperi stockholders is required and Xperi is not seeking your approval. Therefore, Xperi Inc. is not asking you for a proxy to vote on the separation or the distribution, and Xperi Inc. requests that you do not send Xperi Inc. a proxy. You will not be required to pay anything for the shares of Xperi Inc. common stock you will receive in the distribution nor will you be required to surrender or exchange any shares of Xperi common stock to participate in the distribution.
What is the record date for the distribution?	Xperi will determine record ownership as of the close of business on                     , 2022, which we refer to as the “record date.”
What will I receive in the distribution?	If you hold Xperi common stock as of the record date, on the distribution date you will receive four shares of Xperi Inc. common stock for every ten shares of Xperi common stock you held on the record date, as well as a cash payment in lieu of any fractional shares (as discussed below). You will receive only whole shares of Xperi Inc. common stock in the distribution. For a more detailed description, see the section entitled “The Separation and Distribution.”

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How will fractional shares be treated in the distribution?	No fractional shares of Xperi Inc. common stock will be distributed. Consequently, you will not receive any fractional shares of Xperi Inc. common stock and instead will receive a cash payment in lieu of any fractional shares you would otherwise have been entitled to receive in the distribution. Xperi has engaged Computershare as its distribution agent. The distribution agent will aggregate all fractional shares that would have otherwise been issued in the distribution into whole shares and will sell the whole shares in the open market at prevailing market prices on behalf of all Xperi stockholders entitled to receive a fractional share. The distribution agent will then distribute the aggregate cash proceeds of the sales, net of brokerage fees and other costs, pro rata to those stockholders (net of any required withholding for taxes applicable to such stockholder). You will not be entitled to any interest on the amount of payment made to you in lieu of fractional shares.
Will the number of Xperi shares I own change as a result of the distribution?	No, the number of shares you own will not change as a result of the distribution. Immediately following the distribution, you will hold the same number of shares of Xperi (which will, after the separation of Xperi Inc., become Adeia) that you held immediately prior to the distribution. Your proportionate interest will also not change, so you will own the same proportionate amount of Adeia immediately following the separation and distribution that you owned of Xperi immediately prior to the separation and distribution. In connection with the distribution of Xperi Inc., Adeia is expected to change its stock symbol to “ADEA.”
How many shares of Xperi Inc. common stock will be distributed?	The actual number of shares of Xperi Inc. common stock that will be distributed will depend on the number of shares of Xperi common stock outstanding on the record date. The shares of Xperi Inc. common stock that are distributed will constitute all the then issued and outstanding shares of Xperi Inc. common stock immediately prior to the distribution and Xperi (which will, after the separation of Xperi Inc., become Adeia) will not retain any ownership interest in Xperi Inc. following the distribution. For a more detailed description, see the section entitled “Description of Our Capital Stock.”
When will the distribution occur?	It is expected that the distribution will be effected prior to the opening of trading on the distribution date, subject to the satisfaction or waiver of certain conditions. On or shortly after the distribution date, the whole shares of Xperi Inc. common stock will be credited in book-entry accounts for each stockholder entitled to receive the shares of Xperi Inc. common stock in the distribution. We expect Xperi’s distribution agent to take approximately two weeks after the distribution date to fully distribute to stockholders any cash they are entitled to receive in lieu of fractional shares. See “—How will I receive my shares of Xperi Inc. common stock?” for more information.
If I sell my shares of Xperi common stock on or before the distribution date, will I still be entitled to receive shares of Xperi Inc. common stock in the distribution?	If you are an Xperi stockholder on the record date and decide to sell your shares before the distribution date, you may choose to sell your Xperi common stock with or without your entitlement to receive Xperi Inc. common stock in the distribution. Beginning on or shortly before the record date and continuing through the distribution, it is expected that there will be two markets in Xperi common stock: a “regular-way” market and an “ex-distribution” market. Shares of Xperi common stock that are traded in the “regular-way” market will trade with the entitlement to receive the Xperi Inc. common stock that is distributed pursuant to the distribution. Shares that trade in the “ex-distribution” market

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	will trade without the entitlement to receive the shares of Xperi Inc. common stock distributed pursuant to the distribution. Consequently, if you sell your shares of Xperi common stock in the “regular-way” market on or prior to the last trading day prior to the distribution date, you are also selling your right to receive Xperi Inc. common stock in the distribution. You should discuss these alternatives with your bank, broker or other nominee. See the section entitled “The Separation and Distribution—Trading Between the Record Date and Distribution Date.”
How will I receive my shares of Xperi Inc. common stock?	Registered stockholders: If you are a registered stockholder (meaning you own your shares of Xperi common stock directly through an account with Xperi’s transfer agent, Computershare), the distribution agent will credit the whole shares of Xperi Inc. common stock you receive in the distribution to your book-entry account with our transfer agent on or shortly after the distribution date. Approximately two weeks after the distribution date, the distribution agent will mail you a book-entry account statement that reflects the number of whole shares of Xperi Inc. common stock you own, along with a check for any cash in lieu of fractional shares you are entitled to receive. Beneficial stockholders: If you own your shares of Xperi common stock beneficially through a bank, broker or other nominee, your bank, broker or other nominee will credit your account with the whole shares of Xperi Inc. common stock you receive in the distribution on or shortly after the distribution date. Your bank, broker or other nominee will also be responsible for transmitting to you any cash payment you are entitled to receive in lieu of fractional shares. Please contact your bank, broker or other nominee for further information about your account and the payment of any cash you are entitled to receive in lieu of fractional shares. The shares of Xperi Inc. common stock will not be certificated. As a result, no physical stock certificates will be issued to any stockholders. See the section entitled “The Separation and Distribution—When and How You Will Receive the Distribution” for a more detailed explanation.
What are the conditions to the distribution?	The distribution is subject to several conditions, including, among others: •   the SEC having declared effective the Form 10 under the Exchange Act, no stop order relating to the Form 10 being in effect no proceedings seeking such stop order is pending before or threatened by the SEC and this information statement having been distributed to Xperi stockholders; •   the listing of Xperi Inc. common stock on the New York Stock Exchange having been approved, subject to official notice of issuance; •   the Xperi board of directors having received an opinion from a nationally recognized independent appraisal firm to the effect that, following the distribution, we and Xperi will each be solvent and adequately capitalized, and that Xperi has adequate surplus under Delaware law to declare the dividend of Xperi Inc. common stock; •   the Internal Reorganization and Business Realignment as they relate to us having been effectuated prior to the distribution date;

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	•   the Xperi board of directors having declared the dividend of Xperi Inc. common stock to effect the distribution and having approved the distribution and all related transactions, which approval may be given or withheld in the board’s absolute and sole discretion (and such declaration or approval not having been withdrawn); •   Xperi having elected the individuals to be the members of our board of directors following the distribution, and certain directors as set forth in the separation and distribution agreement having resigned from the Xperi board of directors; •   each of us and Xperi and each of our and its applicable subsidiaries having entered into all ancillary agreements to which it and/or such subsidiary is contemplated to be a party; •   no events or developments having occurred or existing that make it inadvisable to effect the distribution or that would result in the distribution and related transactions not being in the best interest of Xperi or its stockholders; •   no order, injunction or decree by any governmental entity of competent jurisdiction or other legal restraint or prohibition preventing consummation of the distribution or any of the related transactions, including the transfers of assets and liabilities contemplated by the separation and distribution agreement, shall be pending, threatened, issued or in effect; and •   the receipt by Xperi of the Tax Opinion. The fulfillment of these conditions does not create any obligation on Xperi’s part to effect the distribution, and the Xperi board of directors has the ability, in its sole discretion, to amend, modify or abandon the distribution and related transactions at any time prior to the distribution date.
Can Xperi decide to cancel the distribution even if all the conditions have been met?	Yes. The distribution is subject to the satisfaction of certain conditions. See the section entitled “The Separation and Distribution—Conditions to the Distribution.” Even if all such conditions are met, Xperi has the ability, in its sole discretion, not to complete the distribution if, at any time prior to the distribution, the Xperi board of directors determines, in its sole discretion, that the distribution is not in the best interests of Xperi or its stockholders, that a sale or other alternative is in the best interests of Xperi or its stockholders, or that market conditions or other circumstances are such that it is not advisable at that time to separate the product business from Xperi.
What are the U.S. federal income tax consequences of the distribution to me?	The distribution is conditioned on the receipt of the Tax Opinion, in form and substance acceptable to Xperi, substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as a tax-free transaction under Section 355 and Section 368(a)(1)(D) of the Code. Additionally, Xperi has received the IRS Ruling, substantially to the effect that, among other things, the distribution will qualify as a tax-free transaction under Section 355 and Section 368(a)(1)(D) of the Code. Assuming the distribution so qualifies, for U.S. federal income tax purposes, no gain or loss will be recognized by you, and no amount will be included in your income, upon the receipt of shares of Xperi Inc. common stock pursuant to the distribution. However, any cash payments made instead of fractional shares will generally be

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	taxable to you. For a more detailed discussion, see the section entitled “U.S. Federal Income Tax Consequences of the Distribution.”
How will the distribution affect my tax basis in my shares of Xperi common stock?	Assuming that the distribution is tax-free to Xperi stockholders (except for taxes related to any cash received in lieu of fractional shares), your tax basis in the Xperi common stock held by you immediately prior to the distribution will be allocated between your shares of Xperi common stock and the Xperi Inc. common stock that you receive in the distribution in proportion to the relative fair market values of each immediately following the distribution. For a more detailed discussion, see the section entitled “U.S. Federal Income Tax Consequences of the Distribution.”
Will my shares of Xperi common stock continue to trade following the distribution?	Your Xperi common stock, which will now represent ownership of Adeia, will continue to trade on the Nasdaq Global Select Market. In connection with the distribution of Xperi Inc., Adeia is expected to change its stock symbol to “ADEA.”
How will the distributions affect the operations of Xperi?	It is expected that after the distribution of Xperi Inc., Xperi will be renamed “Adeia Inc.” The remaining company will continue to operate the IP licensing business of Xperi.
How will Xperi Inc. common stock trade?	Xperi Inc. common stock will trade on the New York Stock Exchange under the symbol “XPER.” We anticipate that trading in Xperi Inc. common stock will begin on a “when-issued” basis as early as the trading day prior to the record date for the distribution and will continue through the last trading day prior to the distribution date. When-issued trading in the context of a separation refers to a sale or purchase made conditionally on or before the distribution date because the securities of the separated entity have not yet been distributed. When-issued trades generally settle within two weeks after the distribution date. On the distribution date any when-issued trading of Xperi Inc. common stock will end and “regular-way” trading will begin. Regular-way trading refers to trading after the security has been distributed and typically involves a trade that settles on the second full trading day following the date of the trade. See the section entitled “The Separation and Distribution—Trading Between the Record Date and Distribution Date.” We cannot predict the trading prices for Xperi Inc. common stock before, on or after the distribution date.
What indebtedness will Xperi Inc. have following the separation?	TiVo Product Holdco LLC is the obligor under a senior unsecured promissory note in the principal amount of $50 million, which will be indebtedness of Xperi Inc. following the separation. See “Description of Material Indebtedness.”
Will the separations affect the trading price of my Xperi common stock?	We expect the trading price of shares of Adeia common stock immediately following the distribution to be lower than the trading price of Xperi common stock immediately prior to the distribution because the trading price will no longer reflect the value of the product business. Furthermore, until the market has fully analyzed the value of Adeia without Xperi Inc. and the value of Xperi Inc. as a standalone company, the trading price of shares of both companies may fluctuate. There can be no assurance that, following the distribution, the combined trading prices of the common stock of us and Adeia will equal or exceed what the trading price of Xperi common stock would have been in the absence of Xperi’s pursuit of the separation, and it is possible the aggregate equity value of the two independent companies will be less than Xperi’s equity value prior to the distribution of us.

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Are there risks associated with owning shares of Xperi Inc. common stock?	Yes. Our business is subject to both general and specific risks, including risks relating to our business, our relationship with Adeia following the separation and distribution and of us being a separate, publicly traded company. Accordingly, you should read carefully the information set forth in the section entitled “Risk Factors” in this information statement.
Does Xperi Inc. intend to pay cash dividends?	Xperi Inc. intends to either pay no cash dividend or a nominal cash dividend depending on Xperi Inc.’s capital allocation needs and discussions with the Xperi Inc. board of directors.
What will Xperi Inc.’s relationship be with Adeia following the separation and distribution?	We will enter into the separation and distribution agreement with Xperi to effect the Internal Reorganization and Business Realignment and the separation and distribution of Xperi Inc. We will also enter into certain other agreements with Xperi, including a tax matters agreement, an employee matters agreement, a cross business license agreement, a transition services agreement and a data sharing agreement. These agreements will collectively provide for the terms of the allocation between us and Adeia of the assets, liabilities and obligations of Xperi and its subsidiaries (including its investments, property and employee benefits and tax-related assets and liabilities) and will govern the relationship between us and Adeia subsequent to the completion of the separation and distribution. For additional information regarding the separation and distribution agreement and other transaction agreements, see the sections entitled “Risk Factors—Risks Related to the Separation” and “Certain Relationships and Related Party Transactions.”
Do I have appraisal rights in connection with the separation and distribution?	Xperi stockholders are not entitled to appraisal rights in connection with the separation and distribution.
Who is the transfer agent and registrar for Xperi Inc. common stock?	Following the separation and distribution, Computershare will serve as transfer agent and registrar for Xperi Inc. common stock. Computershare currently serves as Xperi’s transfer agent and registrar. In addition, Computershare will serve as the distribution agent in the distribution and will assist Xperi in the distribution of Xperi Inc. common stock to Xperi stockholders.
Where can I get more information?	If you have any questions relating to the mechanics of the distribution, you should contact Computershare, as the distribution agent, at: 1-800-962-4284 or 1-781-575-3120 (U.S. & Canada) or 1-201-680-6578 (outside the U.S. & Canada). Before the separation and distribution, if you have any questions relating to Xperi, you should contact Xperi at: 1-408-321-6000 or contact Investor Relations via email at ir@xperi.com. After the separation and distribution, if you have any questions relating to Adeia, you should contact Adeia at: 1-408-473-2500 or contact Investor Relations via email at ir@adeia.com.

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RISK FACTORS

You should carefully consider the following risks and other information in this information statement in evaluating us and Xperi Inc. common stock. The risk factors generally have been separated into five groups: risks related to our business operations, risks related to financial matters, risks related to regulatory and legal matters, risks related to the separation and risks related to ownership of our common stock.

Any of the following risks, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our business, results of operations or financial condition. Our operations could be affected by various risks, many of which are beyond our control. Based on current information, we believe that the following identifies the most significant risks that could affect our business, results of operations or financial condition. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods. See the section entitled “Cautionary Statement Concerning Forward-Looking Statements” for more details.

Risks Related to Our Business Operations

Our business and results of operations have been, and are expected to continue to be, impacted by the global COVID-19 pandemic.

The COVID-19 pandemic has had, and may continue to have, an adverse impact on our business. The impact to date has included periods of significant volatility in markets we serve, in particular the automotive and broad consumer electronics markets. Additionally, the pandemic has caused some challenges and delays in acquiring new customers and executing license renewals. These factors have negatively impacted our financial condition and results of operations, and may result in an impairment of our long-lived assets, including goodwill, increased credit losses and impairments of investments in other companies.

Our operations and those of our customers have also been negatively impacted by certain trends arising from the COVID-19 pandemic, including labor market constraints, shortage of semiconductor components and manufacturing capacities, and delays in shipments, product development and product launches. Moreover, the COVID-19 pandemic, its related impact, and United States federal, state and foreign government policies enacted to combat the pandemic have contributed to a recent rise of inflation that may increase the cost of our operations and reduce demand for our products and services and those of our customers, which may adversely affect our financial performance.

Our per-unit and variable-fee based revenue will continue to be susceptible to the volatility, labor shortages, supply chain disruptions, microchip shortages, and potential market downturns precipitated by the COVID-19 pandemic. The impact of the pandemic on our overall results of operations remains uncertain for the foreseeable future.

We may not be able to manage our disparate business operations efficiently, which may lead to disposition of such business and related assets.

Our effort to rationalize the disparate business operations could require our management to refocus on certain business operations while disinvesting in others. Additionally, as business strategy and product markets continue to evolve, we may dispose, discontinue, or divest product lines or business divisions. Disposing or discontinuing existing product lines or business divisions, or separating business units, provides no assurance that operating expenses will be reduced or will not cause us to incur material charges associated with such decisions. Furthermore, the disposition or discontinuance of an existing product line or business division, or separation or spinoff of a business unit, entails various risks, including the risk of not being able to obtain a purchaser, or, if obtained, that the purchase price may not be equal to at least the net asset book value for the product line or business unit, or the value that investors place on it as reflected by our stock price. Other risks of such actions

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include adversely affecting employee morale, managing the expectations of, and maintaining good relations with, customers of disposed or discontinued product lines or business divisions, which could prevent selling other products to them. We may also incur other significant liabilities and costs associated with disposal or discontinuance of product lines or business divisions, or separation of business units, including employee severance costs, relocation expenses, and impairment of lease obligations and long-lived assets. The effects of such actions may adversely impact our business operations and financial results.

The long-term success of our business is dependent on a royalty-based business model, which is inherently risky.

The long-term success of our business is dependent on future royalties paid to us by customers. Royalty payments under our licenses may be based upon, among other things, the number of subscribers for Pay-TV, a percent of net sales, a per-unit sold basis or a fixed quarterly or annual amount. We are dependent upon our ability to structure, negotiate and enforce agreements for the determination and payment of royalties, as well as upon our customers’ compliance with their agreements. We face risks inherent in a royalty-based business model, many of which are outside of our control, such as the following:

• the number of subscribers our Pay-TV customers have or the number of set top-boxes our Pay-TV customers provide to their end-user subscribers;

• the rate of adoption and incorporation of our technology by semiconductor manufacturers, assemblers, foundries, manufacturers of consumer and communication electronics, and the automotive and surveillance industry;

• the willingness and ability of suppliers to produce materials and equipment that support our licensed technology in a quantity sufficient to enable volume manufacturing;

• the ability of our customers to purchase such materials and equipment on a cost-effective and timely basis;

• the length of the design cycle and the ability of us and our customers to successfully integrate certain of our imaging technologies into their integrated circuits;

• the demand for products that incorporate our licensed technology;

• the cyclicality of supply and demand for products using our licensed technology;

• the impact of economic downturns; and

• the impact of poor financial performance of our customers.

For example, the ability to enjoy digital entertainment content downloaded or streamed over the internet has caused some consumers to elect to cancel their Pay-TV subscriptions. If our Pay-TV customers are unable to maintain their subscriber bases, the royalties they owe us may decline.

Our licensees may delay, refuse to or be unable to make payments to us due to financial difficulties or otherwise, or shift their licensed products to other companies to lower their royalties to us.

A number of our customers may face severe financial difficulties from time to time, which may result in their inability to make payments to us in a timely manner, or at all. In addition, we have had a history of, and we may in the future experience, customers that delay or refuse to make payments owed to us under license or settlement agreements. Our customers may also merge with or may shift the manufacture of licensed products to companies that are not currently licensees of our technology. This could make the collection process complex, difficult and costly, which could adversely impact our business, financial condition, results of operations and cash flows.

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It is difficult for us to verify royalty amounts owed to us under our licensing agreements.

The terms of our license agreements often require our customers to document their use of our technology and report related data to us on a quarterly basis. Although our license terms generally give us the right to audit books and records of our customers to verify this information, audits can be expensive, time consuming, and may not be cost justified based on our understanding of our customers’ businesses, especially given the international nature of our customers. Our license compliance program audits certain customers to review the accuracy of the information contained in their royalty reports in an effort to decrease the likelihood that we will not receive the royalty to which we are entitled under the terms of our license agreements, but we cannot give assurances that such audits will be effective to that end.

We may not be able to develop and timely deliver innovative technologies and services in response to changes in our markets and industries.

The markets for our products, services and technologies are characterized by rapid change and technological evolution and obsolescence, new and improved product introduction, changing consumer demand, increasingly competitive landscape, and evolving industry standards. We will need to continue to expend considerable resources on research and development in the future in order to continue to design, deliver and enhance innovative audio, imaging, media, entertainment, and semiconductor products, services and technologies. The development of enhanced and new technologies, products, and services is a complex, costly and uncertain process requiring high levels of innovation, highly skilled engineering and development personnel, and the accurate anticipation of technological and market trends. For example, we recently announced new design wins for TiVo OS, our embedded operating system, and our single camera OMS in-car safety feature. If we fail to timely and successfully deliver these products to our customers our future growth and profitability may be negatively impacted. Despite our efforts, we:

• may not receive significant revenue from our current research and development efforts for several years, if at all;

• cannot assure you that the level of funding and significant resources we are committing for investments in new products, services and technologies will be sufficient or result in successful new products, services or technologies;

• cannot assure you that our newly developed products, services or technologies can be successfully protected as proprietary intellectual property rights or will not infringe the intellectual property rights of others;

• cannot assure you that any new products or services that we develop will achieve market acceptance;

• cannot prevent our products, services and technologies from becoming obsolete due to rapid advancements in technology and changes in consumer preferences;

• cannot assure you that revenue from new products, services or technologies will offset any decline in revenue from our products, services and technologies which may become obsolete;

• cannot assure you that our competitors and/or potential customers may not develop products, services or technologies similar to those developed by us, resulting in a reduction in the potential demand for our newly developed products, services or technologies; and

• may not correctly identify new or changing market trends at an early enough stage to capitalize on market opportunities.

Furthermore, the decision by a party dominant in the value chain to provide competing technologies at very low or no cost could cause our customers and other manufacturers not to utilize our technologies or services. Our customers may choose to use technologies that their own in-house engineering teams have developed, or in which they have an interest. Accordingly, our revenue could decline if our customers choose not to incorporate

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our technologies in their products, or if they sell fewer products incorporating our technologies. Our failure to successfully develop new and improved products, services and technologies, including as a result of any of the risks described above, may reduce our future growth and profitability and may adversely affect our business, results and financial condition.

Competition for employees is intense, and we may not be able to attract and retain the qualified and skilled employees needed to support our business.

Our future success depends, in part, upon our ability to recruit and retain key management, technical, sales, marketing, finance, and other critical personnel. Competition for qualified management, technical and other personnel is intense, and we may not be successful in attracting and retaining such personnel. If we fail to attract and retain qualified employees, including internationally, our ability to grow our business could be harmed. Competition for people with the specific skills that we require is significant. In order to attract and retain personnel in a competitive marketplace, we believe that we must provide a competitive compensation package, including cash and equity-based compensation. Volatility in our stock price may from time to time adversely affect our ability to recruit or retain employees. If we are unable to hire and retain qualified employees, or conversely, if we fail to manage employee performance or reduce staffing levels when required by market conditions, our business and operating results could be adversely affected.

Our products and services face intense competition from various sources, and we may not be able to compete effectively.

We expect that our technologies will continue to compete with technologies of internal design groups at competing companies or from our customers. The internal design groups of these companies create their own audio, imaging, and media solutions. If these internal design groups design around our patents or introduce unique solutions superior to our technology, they may not need to license our technology. These groups may design technology that is less expensive to implement or that enables products with higher performance or additional features. Many of these groups have substantially greater resources, greater financial strength and lower cost structures which may allow them to undercut our price. They also have the inherent advantage of access to internal corporate strategies, technology roadmaps and technical information. As a result, they may be able to bring alternative solutions to market more easily and quickly. We face competitive risks across all our business, including:

• our Media Platform faces significant competition from companies that produce and market program guides as well as television schedule information in a variety of formats, including passive and interactive on-screen electronic guide services, online listings, over the top applications and against customers and potential customers who choose to build their own interactive program guide including both those who do and those who do not elect to license our patents;

• our advanced video solutions compete with other consumer electronic (“CE”) products and home entertainment services (such as Roku, AppleTV, Amazon FireTV and Chromecast) as well as products and service offerings built by other service providers or their suppliers for consumer spending;

• our audio technologies compete with other providers of audio products and services, with Dolby Laboratories as the primary competitor in high-definition audio processing, which enjoys advantages in selling its digital multi-channel audio technology, having introduced such technology before we did, and having achieved mandatory standard status in product categories that we have not, including terrestrial digital TV broadcasts in the United States;

• our embedded image processing technologies compete with other image processing software vendors such as SmartEye, Seeing Machines and ArcSoft, Inc., as well as internal design groups of automotive, mobile phone, and digital camera manufacturers providing similar technologies by employing different approaches; and

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• our competitive position is affected by the rate of adoption and incorporation of our technology by semiconductor manufacturers, assemblers, foundry, manufacturers of consumer and communication electronics, and the automotive and surveillance industry.

In the future, our licensed technologies may also compete with other emerging technologies that may be less expensive and provide higher performance than our solutions. Companies with these competing technologies may also have greater resources. Technological change could render our technologies obsolete, and new, competitive technologies could emerge that achieve broad adoption and adversely affect the use of our technologies and intellectual property.

Some of our current or future competitors may have significantly greater financial, technical, marketing and other resources than we do, may enjoy greater brand recognition than we do, or may have more experience or advantages than we have in the markets in which they compete. Further, many of the consumer hardware and software products that include our technologies also include technologies developed by our competitors. As a result, we must continue to invest significant resources in product development in order to enhance our technologies and our existing products and services and introduce new high-quality technologies, products and services to meet the wide variety of such competitive pressures. Our ability to generate revenue from our business will suffer if we fail to do so successfully.

We face competitive risks in the provision of entertainment offerings involving the distribution of digital content provided by third-party application providers through broadband.

We have previously launched access in certain of our products and services to the entertainment offerings of Amazon FireTV, Netflix, Hulu Plus, HBO Max, Disney+, VUDU, Pandora and others for the distribution of digital content directly to broadband-connected TiVo devices. These entertainment offerings typically involve no significant long-term commitments. We face competitive, technological and business risks in our ongoing provision of entertainment offerings involving the distribution of digital content through broadband to consumer televisions with such offerings, including the availability of premium and high-definition content, as well as the speed and quality of the delivery of such content to TiVo devices. For instance, we face increased competition from a growing number of broadband-enabled devices from providers such as Roku, Apple TV, Amazon Prime Video and Chromecast that provide broadband delivered digital content directly to a consumer’s television connected to such a device. Additionally, we face competition from online content providers and other personal computer (“PC”) software providers who deliver digital content directly to a consumer’s personal computer, which in some cases may then be viewed on a consumer’s television. If we are unable to provide a competitive entertainment offering on our own, or an equivalent offering with other third parties, the attractiveness of the TiVo service to new subscribers would be harmed as consumers increasingly look for new ways to receive and view digital content and our ability to retain and attract subscribers would be harmed. Recent rapid transformation in licensing and distribution of digital content has made the industry less predictable and more volatile and if we are unable to adapt to developments in the space our operating results will be harmed.

Our future success depends on our ability to establish and maintain licensing relationships with companies in related business fields, including:

• Pay-TV service providers;

• operators of entertainment content distributors, including pay-per-view (“PPV”) and video-on-demand (“VOD”) networks;

• CE, digital set-top hardware manufacturers, DVD hardware manufacturers and personal computer manufacturers;

• motion-picture studios;

• semiconductor and equipment manufacturers;

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• content rights holders;

• retailers and advertisers;

• digital rights management suppliers; and

• internet portals and other digital distribution companies.

Substantially all of our license agreements are non-exclusive, and therefore our licensees are free to enter into similar agreements with third parties, including our competitors. Our licensees may develop or pursue alternative technologies either on their own or in collaboration with others, including our competitors.

Some of our third-party license arrangements require that we license others’ technologies and/or integrate our solutions with others. In addition, we rely on third parties to report usage and volume information to us. Delays, errors or omissions in this information could harm our business. If these third parties choose not to support integration efforts or delay the integration of our solutions, our business could be harmed.

Relationships have historically played an important role in the entertainment industries that we serve. If we fail to maintain and strengthen these relationships, these industry participants may not purchase and use our technologies or facilitate the adoption of our technologies, which will harm our results of operations and prospects and may make it more difficult for us to enter into new markets. In addition, if major industry participants form strategic relationships that exclude us, our business and prospects could be materially adversely affected.

Our pursuit of acquisitions and divestitures may adversely affect our business operations or stock price if we cannot successfully execute our strategies.

We have made several acquisitions, domestically and internationally, and it is our current plan to continue to acquire assets, technologies or companies that we believe are strategic to our future business. For example, on July 1, 2022, we acquired Vewd Software Holdings Limited (“Vewd”), a leading global provider of OTT and hybrid TV solutions, for approximately $109 million through a mixture of cash and debt (the “Vewd Acquisition”). Acquisitions, including the recent Vewd Acquisition, involve challenges in terms of successful integration of technologies, products, services and employees. We may not realize the anticipated benefits of the other acquisitions we may complete in the future, and we may not be able to incorporate any acquired services, products or technologies with our existing operations, or integrate personnel from the acquired businesses, in which case our business could be harmed.

If our growth continues, it may place a significant strain on our management team and on our operational and financial systems, procedures, and controls. Our future success will depend, in part, upon the ability of our management team to manage any growth effectively, requiring our management to:

• recruit, hire, and train additional personnel;

• implement and improve our operational and financial systems, procedures, and controls;

• maintain our cost structure at an appropriate level based on the royalties, revenue and cash we forecast and generate;

• manage multiple concurrent development projects; and

• manage operations in multiple time zones with different cultures and languages

Financing for future acquisitions may not be available on favorable terms, or at all. If we use our equity securities to fund the acquisition, it may result in significant dilution to our existing stockholders. If we identify an appropriate acquisition candidate, we may not be able to negotiate the terms of the acquisition successfully, finance the acquisition or integrate the acquired business, products, service offerings, technologies or employees into our existing business and operations. Future acquisitions and divestitures may not be well-received by the investment community, which may cause the value of our stock to fall. We cannot ensure that we will be able to successfully

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complete any acquisition or divestiture in the future. We may be precluded from engaging in certain divestitures if they would result in the loss to Xperi shareholders of the tax-free status of the distribution of Xperi Inc.

If we fail to protect and enforce our intellectual property rights, contract rights, and our confidential information, our business will suffer.

We rely primarily on a combination of license, development and nondisclosure agreements and other contractual provisions, as well as patent, trademark, trade secret and copyright laws, to protect our technology and intellectual property. If we fail to protect our technology, intellectual property, or contract rights, our customers and others may seek to use our technology and intellectual property without the payment of license fees and royalties, which could weaken our competitive position, reduce our operating results and increase the likelihood of costly litigation. Others may also develop technologies that are similar or superior to our technologies, duplicate our technologies or design around our patents.

We also rely on trade secret laws rather than patent laws to protect other portions of our proprietary technology. Trade secrets can be difficult to protect. The misappropriation of our trade secrets or other proprietary information could seriously harm our business. We protect our proprietary technology and processes, in part, through confidentiality agreements with our employees, consultants, suppliers and customers. We cannot be certain that these contracts have not been and will not be breached, that we will be able to timely detect unauthorized use or transfer of our technology and intellectual property, that we will have adequate remedies for any breach, or that our trade secrets will not otherwise become known or be independently discovered by competitors. If we fail to use adequate mechanisms to protect our technology and intellectual property, or if a court fails to enforce our intellectual property rights, our business will suffer. We cannot be certain that these protection mechanisms can be successfully asserted in the future or will not be invalidated or challenged.

Further, the laws and enforcement regimes of certain countries may not protect our technology and intellectual property to the same extent as do the laws and enforcement regimes of the U.S. In certain jurisdictions we may be unable to protect our technology and intellectual property adequately against unauthorized use, which could adversely affect our business.

We may not be able to protect our brand from third-party infringement or to increase our brand awareness.

Maintaining and strengthening our brands is important to maintaining and expanding our business, as well as to our ability to enter into new markets for our technologies, products and services. If we fail to promote and maintain these brands successfully, our ability to sustain and expand our business and enter into new markets may suffer. Much of the promotion of our brand depends, among other things, on hardware device manufacturing companies and service providers displaying our trademarks on their products. If these companies choose for any reason not to display our trademarks on their products, or if these companies use our trademarks incorrectly or in an unauthorized manner, the strength of our brand may be diluted or our ability to maintain or increase our brand awareness may be harmed. We generally rely on enforcing our trademark rights to prevent unauthorized use of our brand and technologies. Our ability to prevent unauthorized uses of our brand and technologies would be negatively impacted if our trademark registrations were overturned in the jurisdictions where we do business. We also have trademark applications pending in a number of jurisdictions that may not ultimately be granted, or if granted, may be challenged or invalidated, in which case we would be unable to prevent unauthorized use of our brand and logo in such jurisdictions. We have not filed trademark registrations in all jurisdictions where our brand and logo are used.

Our business may suffer if third parties assert that we violate their intellectual property rights.

Third parties may claim that either we or our customers are infringing upon their intellectual property rights. Even if we believe that such claims are without merit, they can be time-consuming and costly to defend against and will divert management’s attention and resources away from our business. Furthermore, third parties making

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such claims may be able to obtain injunctive or other equitable relief that could block our ability to further develop or commercialize some or all of our products or services in the U.S. and abroad. Claims of intellectual property infringement also might require us to enter into costly settlement or license agreements, pay costly damage awards, or defend or indemnify our customers against judgments, damages, or other losses. Even if we have an agreement that provides for a third-party to indemnify us against such costs, the indemnifying party may be unable to perform its contractual obligations under the agreement. If we cannot or do not license the allegedly infringed intellectual property on reasonable terms, or need to substitute similar technology from another source, our business, financial position, results of operations and cash flows could suffer.

We may not be able to maintain a sufficient amount of content released in the DTS audio format, which may reduce demand for our technologies, products, and services.

We expect to derive a significant percentage of our revenue from the technologies, products, and services that we offer to manufacturers of consumer electronics products. We believe that demand for our audio technologies in growing markets for multi-channel and/or high-resolution audio, including TVs, tablets, mobile phones, video game consoles, automobiles, and soundbars, will be based on the amount, quality, and popularity of content (such as movies, TV shows, music, and games) either released in the DTS audio format or capable of being coded and played in the DTS format. In particular, our ability to penetrate the growing markets in the network-connected space depends on the presence of streaming and downloadable content released in the DTS audio format. We generally do not have contracts that require providers of streaming and downloadable content to develop and release such content in a DTS audio format. Accordingly, our revenue could decline if these providers elect not to incorporate DTS audio into their content or if they sell less content that incorporates DTS audio.

In addition, we may not be successful in maintaining existing relationships or developing new relationships with other existing or new content providers. As a result, we cannot assure you that a sufficient amount of content will be released in a DTS audio format to ensure that manufacturers continue offering DTS decoders in the consumer electronics products that they sell.

Demand for our HD Radio technology may be insufficient to sustain projected growth.

Demand for and adoption of HD Radio technology may not be sufficient for us to continue to increase the number of customers of our HD Radio system, which include integrated circuit (“IC”) manufacturers, manufacturers of broadcast transmission equipment, consumer electronics products manufacturers, component manufacturers, data service providers, manufacturers of specialized and test equipment and radio broadcasters.

Among other things, continuing and increased consumer acceptance of HD Radio technology will depend upon:

• the number of radio stations broadcasting digitally using HD Radio technology;

• the willingness of automobile manufacturers to include HD Radio receivers in their vehicles;

• the willingness of manufacturers to incorporate HD Radio technology into their products;

• the cost and availability of HD Radio enabled products; and

• the marketing and pricing strategies that we employ and that are employed by our customers and retailers.

Demand for HD Radio also may be impacted by declines in the automotive industry which historically has been cyclical and experienced downturns during declining economic conditions. In addition, the persistent downturn in the automotive markets resulting from the COVID-19 pandemic and related events reduced demand for our HD Radio technology in 2020. While we have experienced a modest recovery in 2021, there is no guarantee that growth trends will return to our pre-pandemic level, and a sustained reduction in our automotive based royalties may cause us to fail to meet our previously projected growth rates.

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If we are unable to further penetrate the streaming and downloadable content delivery markets and adapt our technologies for those markets, our royalties and ability to grow our audio business could be adversely impacted.

Prior to the advent of streaming and downloadable content services, video and audio content was purchased and consumed primarily via optical disc-based media. The growth of the internet and network-connected device usage, along with the rapid advancement of online and mobile content delivery, has resulted in download and streaming services becoming mainstream with consumers in various parts of the world. We expect the shift away from optical disc-based media to streaming and downloadable content consumption to continue. If we fail to continue to further penetrate the streaming and downloadable content delivery market, our business could suffer.

The services that provide content from the internet are not generally governed by international or national standards and are thus free to choose any media format(s) to deliver their products and services. This freedom of choice on the part of online content providers could limit our ability to grow if such content providers do not incorporate our technologies into their services, which could affect demand for our technologies.

Furthermore, our inclusion in mobile and other network-connected devices may be less profitable for us than optical disc players. The online and mobile markets are characterized by intense competition, evolving industry standards and business and distribution models, disruptive software and hardware technology developments, frequent new product and service introductions, short product and service life cycles, and price sensitivity on the part of consumers, all of which may result in downward pressure on pricing. If we are unable to adequately and timely respond to the foregoing, our business and operating results could be adversely affected.

The success of certain of our solutions depends on the interoperability of our technologies with consumer hardware devices.

To be successful, we design certain of our solutions to interoperate effectively with a variety of consumer hardware devices, including personal computers, DVD players and recorders, Blu-ray players, digital still cameras, digital camcorders, portable media players, digital TVs, home media centers, set-top-boxes, video game consoles, MP3 devices, multi-media storage devices, mobile tablets and smartphones. Certain of our TiVo products rely on multiple systems operators support of CableCards. We depend on significant cooperation with manufacturers of these devices and the components integrated into these devices, as well as software providers that create the operating systems for such devices, to incorporate certain of our technologies into their product offerings and ensure consistent playback of encoded files. Currently, a limited number of devices are designed to support certain of our technologies. If we are unsuccessful in causing component manufacturers, device manufacturers and software providers to integrate certain of our technologies into their product offerings, those technologies may become less accessible to consumers, which would adversely affect our revenue potential.

Our failure to adequately manage our increasingly complex distribution agreements, including licensing, development and engineering services, may cause unexpected delays and loss of revenue in the deployment of advanced television solutions.

In connection with our deployment arrangements for TiVo products, we engage in complex licensing, development and engineering services arrangements with our marketing partners and distributors. These deployment agreements with television service providers usually provide for some or all of the following deliverables: software engineering services, solution integration services, hosting the TiVo service, maintenance and support. In general, these contracts are long-term and complex and often rely on the timely performance of such television service provider’s third-party vendors that are outside Pre-Merger TiVo’s control. The engineering services and technology we agree to provide and/or develop may be essential to the functionality of the licensed software and delivered product or such software may involve significant customization and modification for each customer. We have experienced in the past, and may in the future, experience delays in delivery with television service providers as well as significant increases in expected costs of development and

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performance in certain instances. Additional delays could lead to additional costs and adverse accounting treatments, potentially resulting in us recognizing costs earlier than expected. If we are unable to deliver the contracted for technology, including specified customizations and modifications, and services in a timely manner or at all, then we could face penalties in the form of unreimbursed engineering development work, loss of subscriber or minimum financial commitments on the part of our partners or in extreme cases the early termination of such distribution agreements. In any such case our business would be harmed.

We make significant investments in new products and services that may not achieve technological feasibility or profitability or that may limit our growth.

We have made and will continue to make significant investments in research, development, and marketing of new technologies, products and services, including audio, imaging and media, as well as through our Perceive subsidiary and its hardware and software solutions for high-performance inference at the edge. Investments in new technologies are speculative and technological feasibility may not be achieved. Commercial success depends on many factors including demand for innovative technology, availability of materials and equipment, selling price the market is willing to bear, competition and effective licensing or product sales. We may not achieve significant revenue from new product and service investments for a number of years, if at all. Moreover, new technologies, products and services may not be profitable, and even if they are profitable, operating margins for new products and businesses may not be as high as the margins we have experienced historically or originally anticipated.

For example, we have incurred, and expect to continue to incur, substantial research and development expenses through our Perceive subsidiary focused on delivering edge inference solutions. We do not have prior experience as a company in the development or marketing of similar hardware or software. We will need to continue to find and hire qualified and experienced personnel to advance this new business. In addition, chip technologies such as what we are developing are subject to extensive competition and a relentless pace of innovation. These new products could be copied or functionally surpassed by other designers, manufacturers, or innovators, some of whom may have far greater financial resources than us, and who may be able to develop products with greater capabilities or lower cost.

Our products and services could be susceptible to errors, defects, or unintended performance problems that could result in lost revenue, liability or delayed or limited market acceptance.

We develop and offer complex solutions, which we license and otherwise provide to customers. The performance of these solutions typically involves working with sophisticated software, computing and communications systems. Due to the complexity of these products and services, and despite our quality assurance testing, the products may contain undetected defects or errors that may affect the proper use or application of such products or services by the customer. Because certain of our products and services are embedded in digital content and other software, or rely on stable transmissions, our solutions’ performance could unintentionally jeopardize our customers’ product performance. Because customers rely on our products and services as used in their software and applications, defects or errors in our products or services may discourage customers from purchasing our products or services. These defects or errors could also result in product liability, service level agreement claims or warranty claims. Although we attempt to reduce the risk of losses resulting from these claims through warranty disclaimers and limitation of liability clauses in our agreements, these contractual provisions may not be enforceable in every instance. Any such defects, errors, or unintended performance problems in existing or new products or services, and any inability to meet customer expectations in a timely manner, could result in loss of revenue or market share, failure to achieve market acceptance, diversion of development resources, injury to our reputation, increased insurance costs and increased service costs, any of which could materially harm our business.

Dependence on the cooperation of third parties for the provision and delivery of our metadata could adversely affect our revenue.

We rely on third-party providers to deliver our metadata to some of the CE devices that include our user experience (“UX”) and interactive program guides. Further, our national data network provides customized and

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localized listings for pay TV and licensees of our data used in third-party interactive program guides for Pay-TV. In addition, we purchase certain metadata from commercial vendors that we redistribute. The quality, accuracy and timeliness of that metadata may not continue to meet our standards or be acceptable to consumers. There can be no assurance that commercial vendors will distribute data to us without error, or at all, or that the agreements that govern some of these relationships can be maintained on favorable economic terms. Technological changes may also impede the ability to distribute metadata. Our inability to renew these existing arrangements on terms that are favorable to us, or enter into alternative arrangements that allow us to effectively transmit our metadata to CE devices, could have a material adverse effect on our CE interactive program guide business and cause our revenue or margins to decline.

We distribute, as a revenue generating activity, metadata. In the future, we may not be able to obtain this content, or may not be able to obtain it on the same terms. Such a failure to obtain the content, or obtain it on the same terms, could damage the attractiveness of our metadata offerings to our customers, or could increase the costs associated with providing our metadata offerings, and could thus cause revenue or margins to decrease. We also depend on third-party metadata for our media product offerings including Pay-TV and Connected Car.

We depend on a limited number of third parties to design, manufacture, distribute and supply hardware devices upon which our TiVo software and service operate.

Our TiVo software and services operate on a number of hardware products, including DVR and non-DVR set-top-boxes, produced by third-party hardware companies. If we fail to effectively manage the integration of our software and services with our hardware partners’ devices, we could suffer from product recalls, poorly performing products and higher than anticipated warranty costs. We have contracted for the design, manufacture and distribution of certain TiVo-branded DVRs and non-DVRs with a third-party partner. This third-party partner does not typically enter into long-term volume commitments with the major retail distributors. We currently rely on our TiVo-branded hardware partner’s relationships with major retail distributors, including Best Buy, Amazon and others, for the distribution of TiVo-enabled DVRs and non-DVR products within the United States. If one or several major retail partners were to discontinue selling TiVo-enabled products, the volume of TiVo-enabled DVRs and non-DVRs sold to consumers could decrease, which could harm TiVo’s service business.

We also depend on a third-party partner for certain TiVo-branded hardware devices that are sold through the TiVo website. If this third-party partner fails to perform its obligations, we may be unable to find alternative suppliers or deliver our products and services sold through the TiVo website in a timely manner or with the features and functionality customers expect. In addition, our third-party partner may depend on sole suppliers for key components and services in order to manufacture DVRs and non-DVR set-top-boxes which run our software, and they may be subject to risks of supply shortages and unexpected cost increases, including the recent supply chain disruption resulting from the COVID-19 pandemic. Additionally, certain features and functionalities of our TiVo service and DVRs depend on third-party components and technologies. If we or our third-party partners are unable to purchase or license such third-party components or technologies, we may not be able to offer certain related features and functionalities to our customers. In such a case, the desirability of our products to our customers could be reduced, thus harming our business.

We also rely on third parties to whom we outsource supply-chain activities related to inventory warehousing, order fulfillment, distribution and other direct sales logistics to provide cost-effective and efficient supply chain services. We cannot be sure that these parties will perform their obligations as expected or that any revenue, cost savings or other benefits will be derived from the efforts of these parties. If one or several of our third-party supply chain partners were to discontinue service to us, our ability to fulfill sales orders through the TiVo website and distribute inventory timely, cost effectively, or at all, may be delayed or prevented, which could harm our business. Any of these events could require us to undertake unforeseen additional responsibilities or devote additional resources to commercialize our TiVo service. Any of these outcomes could harm our ability to compete effectively and achieve increased market acceptance and brand recognition.

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We maintain inventories of TiVo-branded products based on our demand forecast, which may be incorrect and lead to excess or insufficient inventory.

In connection with our sales of TiVo-branded products through the TiVo website, we maintain an inventory of certain DVR and non-DVR products based on our demand forecast. Due to the seasonality in our business and the nature of long-lead time product development and manufacturing cycles, we make demand forecasts for these products well in advance of our peak selling periods. As such, we are subject to risks in managing the inventory needs of our business during the year, including estimating the appropriate quantity and mix of demand across our older and newer DVR and non-DVR products. Should actual market conditions differ from our estimates, our future results of operations could be materially affected. Our ability to forecast demand accurately and maintain appropriate inventory may also be adversely affected by factors that are difficult to predict, such as global supply chain disruptions. Excess purchase commitments as a result of unforeseen changes in our sales forecast, pricing terms or cost structures may require us to record a loss that may adversely affect our financial condition and results of operations.

Qualifying, certifying and supporting our technologies, products and services is time-consuming and expensive.

We devote significant time and resources to qualify and support our software products on various personal computer, CE and mobile platforms, including operating systems from Apple, Google and Microsoft. In addition, we maintain high-quality standards for products that incorporate our technologies and products through a quality control certification process. To the extent that any previously qualified, certified and/or supported platform or product is modified or upgraded, or we need to qualify, certify or support a new platform or product, we could be required to expend additional engineering time and resources, which could add significantly to our development expenses and adversely affect our operating results.

We are exposed to the risks related to international sales and operations.

We derive a large portion of our total revenue from operations outside of the United States. Therefore, we face exposure to risks of operating in many foreign countries, including:

• difficulties and costs associated with complying with a wide variety of complex laws, treaties, regulations and compliance requirements;

• unexpected changes in political or regulatory environments;

• differing employment practices, labor compliance and costs associated with a global workforce;

• earnings and cash flows that may be subject to tax withholding requirements or the imposition of tariffs;

• exchange controls or other restrictions;

• restrictions on, or difficulties and costs associated with, the repatriation of cash from foreign countries to the United States;

• political and economic instability, trade conflict and international hostilities;

• import and export restrictions and other trade barriers;

• difficulties in maintaining overseas subsidiaries and international operations;

• difficulties in obtaining approval for significant transactions; and

• fluctuations in foreign currency exchange rates.

Any one or more of the above factors could adversely affect our international operations and could significantly affect our results of operations, financial condition and cash flows. The results of our operations will be

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dependent to a large extent upon the global economy. Geopolitical factors such as terrorist activities, armed conflict (such as the current Russia/Ukraine conflict) or global health conditions that adversely affect the global economy may adversely affect our operating results and financial condition.

We are also subject to risks associated with compliance with applicable anti-corruption laws, including the Foreign Corrupt Practices Act (“FCPA”), which generally prohibits companies and their employees and intermediaries from making payments to foreign officials for the purpose of obtaining an advantage or benefits, and requires public companies to maintain accurate books and records and a system of internal accounting controls. Under these laws, companies may be held liable for actions taken by directors, officers, employees, agents, or other partners or representatives. If we or our intermediaries fail to comply with the requirements of the FCPA or similar laws, governmental authorities could commence an investigation or seek to impose civil and criminal fines and penalties which could have a material adverse effect on our business, results of operations and financial condition.

Additionally, our business could be materially adversely affected if foreign markets do not continue to develop, if we do not receive additional orders to supply our technologies, products or services for use by international pay TV service providers, CE and set-top-box manufacturers, PPV/VOD providers and others or if regulations governing our international business changes. Any changes to the statutes or the regulations with respect to export of encryption technologies could require us to redesign our products or technologies or prevent us from selling our products and licensing our technologies internationally.

Our success depends, in part, on discretionary consumer and corporate spending and factors, such as unusually high levels of inflation and rising risk of recession in the near term, could have an adverse effect on our business.

Our success depends, in part, on the level of discretionary consumer and corporate spending. Discretionary consumer and corporate spending is affected by many factors, including economic conditions affecting disposable consumer income and corporate spending, such as the rate of inflation, risk of recession, employment status, and interest and tax rates. Recent trends including unusually high inflation, increased perceived risk of recession and higher interest rates may negatively impact consumer and corporate spending. A decrease in discretionary consumer and corporate spending could result, in particular, in reduction in purchases of consumer electronic devices and reduction in monetization revenue. During past economic slowdowns and recessions, many consumers reduced their discretionary spending and advertisers reduced their advertising expenditures. Any such reductions could significantly impact our ability to generate revenue, and thus impact our business, financial condition and results of operations.

Uncertainty and instability resulting from the war between Russia and Ukraine could negatively impact our business, financial condition and operations.

Russia’s recent invasion of Ukraine and the uncertainty surrounding the escalating war could negatively impact global and regional economic conditions and financial markets, which may adversely affect our business operations. In response to the war, U.S., European Union and other countries have imposed financial and economic sanctions against Russia and certain businesses and companies associated with Russia, which are creating and may continue to create, market disruption and volatility and instability in the geopolitical environment. The extent to which this conflict escalates to other countries and the resulting impact of sanctions on the global market, including supply chain disruptions, shortage of energy supplies and raw materials, inflation, cyberwarfare, consumer confidence, and spending in the United States and other countries in which we operate, remains uncertain. While we do not currently generate sales or have locations or employees in those two countries, we outsource some of our engineering activities to a small number of third-party contractors that have employees and operations located in Ukraine, and any escalation of conflicts in the area could have an adverse impact on our third-party contractors. If the war continues without resolution, it may lead to further sanctions, embargoes, regional instability, geopolitical shifts and recession in the global economy, any of which may adversely affect our business and financial conditions.

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Further deterioration of trade relations between the United States and China, other trade conflicts and barriers, economic sanctions, and national security protection policies could limit or prevent existing or potential customers from doing business with us.

The increased trade conflicts between the United States and its major trading partners in recent years, evidenced by trade restrictions such as tariffs, taxes, export controls, economic sanctions, and enhanced policies designed to protect national security, have had and may continue to have adverse impact on our revenue if such policies continue. In particular, our business and sales activities have been impacted due to the increase in trade conflicts between the United States and China. Further United States government actions to protect domestic economic and security interests could lead to further restrictions. Moreover, growing trade conflicts and uncertainties may lead to decreased use of foreign-owned technologies in China and other countries, due to efforts by foreign governments and enterprises to find alternative sources of supply, to develop proprietary domestic technologies, and otherwise to reduce reliance on foreign technology sources. Any such trends could have a material adverse impact on our revenue.

Our systems, networks and online business activities and those of third parties that we utilize in our operations are subject to cybersecurity and stability risks, information technology system failures, and security breaches.

Despite our provisions for system redundancy and the implementation of security measures within our internal and external information technology and networking systems, our information technology systems and those of third parties that we utilize in our operations may be subject to security breaches, unauthorized access (malicious or accidental), misuse of information by authorized users, data leaks or unintentional exposure of information, failed processes or other bugs, loss of data, damages from computer viruses or malware, natural disasters, terrorism, telecommunication failures or disruption of service. In addition, our online business activities depend on the ability to store and transmit confidential information and licensed intellectual property securely on our systems, third-party systems and over private, hybrid and public networks. Any compromise of our ability to store or transmit such information and data securely or reliably, and any costs associated with preventing or eliminating such problems, could harm our business. Our storage and online transmissions and business activities are subject to a number of security and stability risks, including:

• our own or licensed encryption and authentication technology, or access or security procedures, may be compromised, breached or otherwise be insufficient to ensure the security of customer information or intellectual property;

• we could experience unauthorized access, computer viruses, ransomware, system interference or destruction, “denial of service” attacks and other disruptive problems, whether intentional or accidental, that may inhibit or prevent access to our websites and infrastructure or use of our products and services, or cause customer information or other sensitive information to be disclosed to a perpetrator, others or the general public;

• someone could circumvent our security measures and misappropriate our information or our customers’ proprietary information or content or interrupt operations, or jeopardize our licensing arrangements, many of which are contingent on our sustaining appropriate security protections;

• our computer systems could fail and lead to service interruptions or downtime for television, other media services, or websites, which may include e-commerce websites;

• we could inadvertently disclose customer information; or

• we may need to grow, upgrade, resize, reconfigure or relocate our data centers in response to changing business needs, which may be costly and lead to unplanned disruptions of service.

Each of the foregoing risks also applies to the computer systems of third parties that we rely upon in our operations, including our suppliers and vendors, including providers of cloud storage and services. The occurrence of any of these or similar events could damage our business, hurt our ability to distribute products and

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services and collect revenue, threaten the proprietary or confidential nature of our technology, harm our reputation, increase the costs of our ongoing cybersecurity protections and enhancements, and expose us to litigation and other liabilities. Because some of our technologies are intended to inhibit use of or restrict access to our customers’ intellectual property, we may become the target of hackers or other persons whose use of or access to our customers’ intellectual property is affected by our technologies. Also, hackers may, for financial gain or other motives, seek to infiltrate or damage our systems, or obtain sensitive business information or customer information. We also may be exposed to customer claims, or other liability, in connection with any security breach or inadvertent disclosure. We may be required to expend significant capital or other resources to protect against the threat of security breaches, hacker attacks or system malfunctions or to alleviate problems caused by such breaches, attacks or failures. For example, we utilize SolarWinds for network device management. SolarWinds announced in December 2020 that its Orion monitoring system was infected with malicious software during 2020, which might have impacted its customers. We implemented software patches and other security measures recommended by SolarWinds and other security experts in connection with this matter. While we do not believe we were targeted by malicious actors through the SolarWinds system, and we found no evidence that any of our information was exfiltrated from our systems, there is no guarantee that any past or future hacks or attacks on our networks or systems have been and will be unsuccessful or resolved without damage to us or our customers.

Our product and service offerings rely on a variety of systems, networks and databases, many of which are maintained by us at our data centers or third-party data centers (e.g., cloud services). We do not have complete redundancy for all of our systems, and we do not maintain real-time back-up of all of our data, so in the event of significant system disruption, particularly during peak periods, we could experience loss of data processing capabilities, which could prevent us from providing our products and services to our customers for an uncertain amount of time, cause us to lose customers as a result of such breaches, and could harm our operating results through loss of revenue and increased costs to remediate such cybersecurity incidents. Notwithstanding our efforts to protect against “down time” for products and services, we do occasionally experience unplanned outages or technical difficulties. In order to provide products and services, we must protect the security of our systems, networks, databases and software. Furthermore, we do not have control over the security protocols of third-party cloud service providers, and if such providers experience cyber-attacks and information system breaches, it can harm our business operations and undercut our ability to serve our customers, which may adversely affect our financial condition and results of operations.

To the extent that any disruption or security breach results in inappropriate disclosure of our confidential information, we may incur liability or additional costs to remedy the damages caused by these disruptions or security breaches.

Risks Related to Financial Matters

If our goodwill and other intangible assets become impaired, we may be required to record a significant charge to earnings.

In addition to internal development, we intend to acquire additional businesses, technology and intellectual property through strategic relationships and transactions. We believe these strategic relationships and transactions will enhance the competitiveness and size of our current business and provide diversification into markets and technologies that complement our current business. Future transactions could be in the form of asset purchases, equity investments, or business combinations. As a result, we may have significant goodwill from such transactions and other intangible assets which are amortized over their estimated useful lives. We review our amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable or the useful life is shorter than originally estimated. Factors that may be considered a change in circumstances indicating that the carrying value of our amortizable or other intangible assets may not be recoverable include a decline in future cash flows, fluctuations in market capitalization, slower growth rates in our industry or slower than anticipated adoption of our products by our customers. As we

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continue to review for factors that may affect our business which may not be in our control, we may be required to record a significant charge to earnings in our financial statements during the period in which any impairment of goodwill and other intangible assets or equity investments is determined, resulting in an adverse impact on our business, financial position and results of operations.

Changes in our tax rates or exposure to additional tax assessments could adversely affect our effective tax rates and negatively affect our business and financial condition.

We are subject to U.S. federal and state income taxes, as well as taxes in various international jurisdictions. As a result, our effective tax rate is derived from a combination of applicable tax rates in the various jurisdictions where we operate. Our effective tax rate could be adversely affected by numerous factors, including from the passage of new tax laws, changes in the interpretation of tax laws, changes in the mix of our profitability from state to state and from country to country, changes to our operating structure, the amount of payments from our U.S. entities to related foreign entities, our inability to secure or sustain acceptable agreements with tax authorities and changes in our deferred tax assets and liabilities, including changes in our ability to realize our deferred tax assets.

In addition, U.S. federal, U.S. state, and foreign tax jurisdictions may examine our income tax returns, including income tax returns of acquired companies and acquired tax attributes included therein. We regularly assess the likelihood of outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. In making such assessments, we exercise judgment in estimating our provision for income taxes. While we believe our estimates are reasonable, we cannot assure you that the final determination from these examinations will not be materially different from that reflected in our income tax provisions and accruals. Any adverse outcome from these examinations may have a material adverse effect on our business and operating results.

Risks Related to Regulatory and Legal Matters

New governmental regulations or new interpretations of existing laws, including legislative initiatives, could cause legal uncertainties and result in harm to our business.

Consumer rights advocates and other constituencies continuously challenge copyright law through both legislative and judicial actions. If our copyright protections are compromised, or devices that can circumvent our technology are permitted by law and become prevalent, this could result in reduced demand for our technologies, and our business would be harmed.

Many laws and regulations are pending and may be adopted by the U.S. federal government, individual states and local jurisdictions and other countries with respect to the internet. These laws may relate to many areas that impact our business, including intellectual property rights, digital rights management, copyright, property ownership, privacy, taxation, and the CE and television industry. These types of regulations are likely to differ between countries and other political and geographic divisions. Changes to or the interpretation of these laws could increase our costs, expose us to increased litigation risk, substantial defense costs and other liabilities or require us or our customers to change business practices. Laws or regulations could be interpreted to prevent or limit access to some or all television signals by certain CE devices, or impose limits on the number of copies, the ability to transfer or move copies, or the length of time a consumer may retain copies of some or all types of television programming.

In addition, the satellite transmission, cable and telecommunications industries are subject to pervasive federal regulation, including Federal Communications Commission (“FCC”) licensing and other requirements, as well as extensive regulation by local and state authorities. The FCC could promulgate new regulations or interpret existing regulations in a manner that would cause us to incur significant compliance costs or force us to alter or eliminate certain features or functionality of our products or services, which may adversely affect our business. For example, the FCC could determine that certain of our products fail to comply with regulations concerning matters such as electrical interference, copy protection, digital tuners, accessibility for blind and deaf users, or display of television programming based on rating systems.

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In the United States, the FCC regulates the broadcast radio industry, interprets laws enacted by Congress and establishes and enforces regulations governing radio broadcasting. It is unclear what rules and regulations the FCC may adopt regarding digital audio broadcasting and what effect, if any, such rules and regulations will have on our product licensing business, the operations of stations using our HD Radio technology or consumer electronics manufacturers. Any additional rules and regulations imposed on digital audio broadcasting could adversely impact the attractiveness of HD Radio technology and negatively impact our business. Also, non-compliance by us, or by radio stations offering HD Radio broadcasts, with any FCC requirements or conditions could result in fines, additional license conditions, license revocation or other detrimental FCC actions.

It is difficult to anticipate the impact of current or future laws and regulations on our business. We may have significant expenses associated with staying appraised of and in compliance with local, state, federal, and international legislation and regulation of our business and in presenting our position on proposed laws and regulations.

We need to safeguard the security and privacy of our customers’ confidential data and remain in compliance with laws that govern such data, and any inability to do so may harm our reputation and brand and expose us to legal action.

Our products and services and back-end information technology systems can collect and allow us to store individual viewer and account preferences and other data our customers may consider confidential or may be considered personal information or personal data under applicable regulatory schemes. To provide better consumer experiences and to operate effectively, and for our analytics business and other businesses, we collect certain information from users. Collection and use of such information may be subject to U.S. federal and state privacy and data collection laws and regulations, standards used by credit card companies applicable to merchants processing credit card details, and foreign laws. We may also be subject to third-party privacy policies and permissions and obligations we owe to third parties, including, for example, those of pay TV service providers. We post our privacy policies concerning the collection, use and disclosure of user data, including interactions between client and server. Privacy concerns, however, could create uncertainty in the marketplace for digital video recording and for our products and services more generally. Any failure by us to comply with privacy policies or contractual obligations, any failure to comply with standards set by credit card companies relating to privacy or data collection, any failure to conform the privacy policy to changing aspects of our business or applicable law, or any existing or new legislation regarding privacy issues could impact our data collection efforts and subject us to fines, litigation or other liability.

Further, our compliance with such laws dealing with the use, collection and processing of such customer data, including personal data, is core to our strategy. These laws are increasing in number, enforcement, fines and other penalties. All states have adopted laws requiring notice to consumers of a security breach implicating their personal information. In the event of a security breach, these laws may subject us to incident response, notice and remediation costs, as well as costs associated with any investigations that might arise from federal regulatory agencies and state attorneys general. Failure to safeguard data adequately or to destroy data securely could subject us to regulatory investigations or enforcement actions under federal or state data security, unfair practices, or consumer protection laws. The scope and interpretation of these laws could change and the associated burdens and compliance costs could increase in the future. Two such governmental regulations that have significant implications for our products and services are the General Data Protection Regulation and the California Consumer Privacy Act.

Compliance with these and any other applicable privacy and data security laws and regulations is a rigorous and time-intensive process, and we may be required to put in place additional mechanisms ensuring compliance with the new data protection rules. If we fail to comply with any such laws or regulations, we may face significant fines and penalties that could adversely affect our business, financial condition and results of operations and could damage and harm our reputation. Furthermore, the laws are not consistent among various international and state jurisdictions, and compliance in the event of a widespread data breach is costly.

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In addition, the Children’s Online Privacy Protection Act imposes civil and criminal penalties on persons collecting personal information from children under the age of 13. We do not knowingly distribute harmful materials to minors, direct our websites or services to children under the age of 13, or collect personal information from children under the age of 13. However, we are not able to control the ways in which consumers use our technology, and our technology may be used for purposes that violate this or other similar laws. The manner in which such laws may be interpreted and enforced cannot be fully determined, and future legislation could subject us to liability if we were deemed to be non-compliant.

Further, if our technological security measures are compromised, our customers may curtail or stop use of our products and services. Our products and services such as DVRs may contain the private information of our customers, and security breaches could expose us to a risk of loss of this information, which could result in potential liability and litigation.

Current and future governmental and industry standards may significantly limit our business opportunities.

Technology standards are important in the audio and video industry as they help to assure compatibility across a system or series of products. Generally, standards adoption occurs on either a mandatory basis, requiring a particular technology to be available in a particular product or medium, or an optional basis, meaning that a particular technology may be, but is not required to be, utilized. If standards are re-examined or a new standard is developed in which we are not included, our growth in that area of our business could be significantly lower than expected.

As new technologies and entertainment media emerge, new standards relating to these technologies or media may develop. New standards may also emerge in existing markets that are currently characterized by competing formats, such as the market for PCs. We may not be successful in our efforts to include our technology in any such standards.

Our activities to advertise, market and sell our services directly to consumers are highly regulated by constantly evolving state and federal laws and regulations.

We engage in various advertising, marketing and other promotional activities. For instance, in the past, we have offered gift subscriptions and mail-in-rebates to consumers, which are subject to state and federal laws and regulations. A constantly evolving network of state and federal laws is increasingly regulating these promotional activities. Additionally, we enter into subscription service contracts directly with consumers which govern both our provision of and the consumers’ payment for the TiVo service. For example, consumers who activate new monthly subscriptions to the TiVo service may be required to commit to pay for the TiVo service for a minimum of one year or be subject to an early termination fee if they terminate prior to the expiration of their commitment period. If the terms of our subscription service contracts with consumers, such as our imposition of an early termination fee, or our previously offered rebate or gift subscription programs were to violate state or federal laws or regulations, we could be subject to suit, penalties, enforcement actions, and/or negative publicity in which case our business would be harmed.

Some software we provide may be subject to “open source” licenses, which may restrict how we use or distribute our software or require that we release the source code of certain products.

Some of the products we support and some of our proprietary technologies incorporate open-source software such as open-source codecs that may be subject to the Lesser Gnu Public License or other open source licenses. The Lesser Gnu Public License and other open-source licenses may require that source code subject to the license be released or made available to the public. Such open-source licenses may mandate that software developed based on source code that is subject to the open-source license, or combined in specific ways with such open source software, become subject to the open source license. We take steps to ensure that proprietary software we do not wish to disclose is not combined with, or does not incorporate, open-source software in ways that would

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require such proprietary software to be subject to an open-source license. However, few courts have interpreted the Lesser Gnu Public License or other open-source licenses, and the manner in which these licenses may be interpreted and enforced is therefore subject to some uncertainty. We often take steps to disclose source code for which disclosure is required under an open-source license, but it is possible that we have or will make mistakes in doing so, which could negatively impact our brand or our adoption in the community, or could expose us to additional liability. In addition, we rely on multiple software programmers to design our proprietary products and technologies. Although we take steps to ensure that our programmers (both internal and outsourced) do not include open-source software in products and technologies we intend to keep proprietary, we cannot be certain that open-source software is not incorporated into products and technologies we intend to keep proprietary. In the event that portions of our proprietary technology are determined to be subject to an open-source license, or are intentionally released under an open-source license, we could be required to publicly release the relevant portions of our source code, which could reduce or eliminate our ability to commercialize our products and technologies. Also, in relying on multiple software programmers to design products and technologies that we intend, or ultimately end up releasing in the open-source community, we may discover that one or multiple such programmers have included code or language that would be embarrassing to us, which could negatively impact our brand or our adoption in the community, or could expose us to additional liability. Such additional liability could include claims that result in litigation, require us to seek licenses from third parties in order to keep offering our software, require us to re-engineer our software, require us to release proprietary source code, require us to provide indemnification or otherwise subject us to liability to a customer or supplier, or require us to discontinue the sale of a product in the event re-engineering cannot be accomplished in a timely manner, any of which could adversely affect our business.

Risks Related to the Separation

We may be unable to achieve some or all of the benefits that we expect to achieve from our separation.

We may not be able to achieve the full strategic, financial, operational or other benefits expected to result from the separation, or such benefits may be delayed or not occur at all. The separation and distribution is expected to provide the following benefits, among others:

• The separation will eliminate existing competing priorities for capital allocation between Xperi’s product and IP licensing businesses;

• The separation will enable the respective management teams to better focus on strengthening their core businesses and operations;

• The separation will enhance operational flexibility for both businesses, particularly in dealing with suppliers and customers;

• The separation will streamline the investment profiles to both businesses and may enhance their marketability;

• The separation will improve access to talent by allowing each company to capitalize on their distinct cultures and recruitment strategies.

However, we may be unable to achieve some or all of these benefits. For example, to position ourselves for the separation, we are undertaking a series of strategic, structural, process and system realignment and restructuring actions within our operations. These actions may not provide the benefits we currently expect, and could lead to disruption of our operations, loss of, or inability to recruit, key personnel needed to operate and grow our business following the separation, weakening of our system of internal controls or procedures and impairment of our key customer and supplier relationships. In addition, completion of the separation will require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing our business. Furthermore, we may be more susceptible to market fluctuations and other adverse events and our business will be less diversified than Xperi’s business prior to the separation. If we fail to achieve some or all of the benefits that we expect to achieve as an independent company, or do not achieve them in the time we expect, our business, financial condition and results of operations could be materially and adversely affected.

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If the distribution, together with certain related transactions, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then we could be subject to significant tax and indemnification liability and stockholders receiving Xperi Inc. common stock in the distribution could be subject to significant tax liability.

It is a condition to the distribution that Xperi receives the Tax Opinion from Skadden, in form and substance acceptable to Xperi, substantially to the effect that, among other things, the distribution and certain related transactions will qualify as a tax-free transaction under Section 355 and Section 368(a)(1)(D) of the Code. Additionally, Xperi has received the IRS Ruling, substantially to the effect that, among other things, the distribution will qualify as a tax-free transaction under Section 355 and Section 368(a)(1)(D) of the Code. The IRS Ruling relies, and the Tax Opinion will rely, on certain facts, assumptions, and undertakings, and certain representations from Xperi and us, regarding the past and future conduct of both respective businesses and other matters, including those discussed in the risk factor immediately below. The Tax Opinion also relies on the continued validity of the IRS Ruling (as described below). Notwithstanding the Tax Opinion and the IRS Ruling, the IRS could determine on audit that the distribution or certain related transactions should be treated as a taxable transaction if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated, or that the distribution should be taxable for other reasons, including if the IRS were to disagree with the conclusions of the Tax Opinion that are not covered by the IRS Ruling.

If the distribution ultimately is determined to be taxable, then a stockholder of Xperi that received shares of Xperi Inc. common stock in the distribution would be treated as having received a distribution of property in an amount equal to the fair market value of such shares (including any fractional shares sold on behalf of such stockholder) on the distribution date and could incur significant income tax liabilities. Such distribution would be taxable to such stockholder as a dividend to the extent of Xperi’s current and accumulated earnings and profits, which would include any earnings and profits attributable to the gain recognized by Xperi on the taxable distribution and could include earnings and profits attributable to certain internal transactions preceding the distribution. Any amount that exceeded Xperi’s earnings and profits would be treated first as a non-taxable return of capital to the extent of such stockholder’s tax basis in its shares of Xperi stock with any remaining amount being taxed as a gain on the Xperi stock. In the event the distribution is ultimately determined to be taxable, Xperi would recognize corporate level taxable gain on the distribution in an amount equal to the excess, if any, of the fair market value of Xperi Inc. common stock distributed to Xperi stockholders on the distribution date over Xperi’s tax basis in such stock. In addition, if certain related transactions, including certain transactions undertaken pursuant to the Internal Reorganization and Business Realignment that are intended to qualify for tax-free treatment, fail to qualify for tax-free treatment under U.S. federal, state, local tax and/or foreign tax law, we and Xperi could incur significant tax liabilities and/or lose significant tax attributes under U.S. federal, state, local and/or foreign tax law.

Generally, taxes resulting from the failure of the distribution to qualify for non-recognition treatment for U.S. federal income tax purposes would be imposed on Xperi and Xperi stockholders. Under the tax matters agreement that we will enter into with Xperi, we are generally obligated to indemnify Xperi against such taxes imposed on Xperi, to the extent the failure of the distribution to qualify for non-recognition treatment is attributable to actions, events or transactions relating to our or our affiliates’ stock, assets or business, or any breach of our representations, covenants or obligations under the tax matters agreement (or any other agreement we enter into in connection with the separation and distribution) or any breach of our representations made in any representation letter provided to Skadden in connection with the Tax Opinion. Adeia will be separately responsible for any taxes that arise from the failure of the distribution to qualify as tax-free for U.S. federal income tax purposes within the meaning of Section 355 of the Code or the failure of certain related transactions to qualify for tax-free treatment, to the extent such failure to qualify is attributable to actions, events or transactions relating to Adeia’s or its affiliates’ stock, assets or business, or any breach of its representations, covenants or obligations under the tax matters agreement (or any other agreement entered into in connection with the separation and distribution), the materials submitted to the IRS in connection with the IRS Ruling or the representations made in the representation letter provided to counsel in connection with the Tax Opinion.

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However, if the distribution fails to qualify for non-recognition treatment for U.S. federal income tax purposes for certain reasons relating to the overall structure of the Mergers and the distribution, then under the tax matters agreement, we and Adeia would share the tax liability resulting from such failure in accordance with our relative market capitalizations as of the distribution date (determined based on the average trading prices of each company’s stock during the ten trading days beginning on the distribution date). Events triggering an indemnification obligation under the tax matters agreement include events occurring after the distribution that cause Xperi to recognize a gain under Section 355(e) of the Code, as discussed further below. Such tax amounts could be significant. To the extent that we are responsible for any liability under the tax matters agreement, there could be a material adverse impact on our business, financial condition, results of operations and cash flows in future reporting periods. For a more detailed discussion, see the section entitled “U.S. Federal Income Tax Consequences of the Distribution.”

The IRS may assert that the Mergers cause the distribution and other related transactions to be taxable to Xperi, in which case we could be subject to significant indemnification liability.

Even if the distribution otherwise constitutes a tax-free transaction to stockholders under Section 355 of the Code, Xperi may be required to recognize corporate level tax on the distribution and certain related transactions under Section 355(e) of the Code if, as a result of the Mergers or other transactions considered part of a plan with the distribution, there is a 50 percent or greater change of ownership in Xperi or us. Following the Mergers, and in anticipation of the distribution, Xperi sought and received the IRS Ruling, which included a ruling from the IRS regarding the proper manner and methodology for measuring the common ownership in the stock of Xperi, Pre-Merger Xperi and Pre-Merger TiVo for purposes of determining whether there has been a 50 percent or greater change of ownership under Section 355(e) of the Code. The Tax Opinion will rely on the continued validity of the IRS Ruling, as well as certain factual representations from Xperi as to the extent of common ownership in the stock of Pre-Merger Xperi and Pre-Merger TiVo immediately prior to the Mergers. Based on the representations made by Xperi as to the common ownership in the stock of Pre-Merger Xperi and Pre-Merger TiVo immediately prior to the Mergers and assuming the continued validity of the IRS Ruling, the Tax Opinion will conclude that there was not a 50 percent or greater change of ownership in Xperi, Pre-Merger Xperi or Pre-Merger TiVo for purposes of Section 355(e) as a result of the Mergers. Notwithstanding the Tax Opinion and the IRS Ruling, the IRS could determine that the distribution or a related transaction should nevertheless be treated as a taxable transaction to Xperi if it determines that any of the facts, assumptions, representations or undertakings of Xperi is not correct or that the distribution should be taxable for other reasons, including if the IRS were to disagree with the conclusions in the Tax Opinion that are not covered by the IRS Ruling. If Xperi is required to recognize corporate level tax on the distribution and certain related transactions under Section 355(e) of the Code, then under the tax matters agreement, we may be required to indemnify Adeia for all or a portion of such taxes, which could be a significant amount, if such taxes were the result of either direct or indirect transfers of our stock or certain reasons relating to the overall structure of the Mergers and the distribution. For a more detailed description, see the section entitled “Certain Relationships and Related Party Transactions —Tax Matters Agreement.”

We will be subject to continuing contingent tax-related liabilities of Xperi following the distribution.

After the distribution, there will be several significant areas where the liabilities of Xperi may become our obligations either in whole or in part. For example, under the Code and the related rules and regulations, each corporation that was a member of Xperi’s consolidated tax reporting group during any taxable period or portion of any taxable period ending on or before the effective time of the distribution is jointly and severally liable for the U.S. federal income tax liability of the entire consolidated tax reporting group for such taxable period. Additionally, to the extent that any subsidiary of ours was included in the consolidated tax reporting group of either Pre-Merger Xperi or Pre-Merger TiVo for any taxable period or portion of any taxable period ending on or before the effective date of the Mergers, such subsidiary is jointly and severally liable for the U.S. federal income tax liability of the entire consolidated tax reporting group of Pre-Merger Xperi or Pre-Merger TiVo, as applicable, for such taxable period. In connection with the distribution, we will enter into a tax matters agreement

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with Xperi that will allocate the responsibility for prior period consolidated taxes between Xperi Inc. and Adeia. For a more detailed description, see the section entitled “Certain Relationships and Related Party Transactions—Tax Matters Agreement.” If Adeia were unable to pay any prior period taxes for which it is responsible, however, we could be required to pay the entire amount of such taxes, and such amounts could be significant. Other provisions of federal, state, local, or foreign law may establish similar liability for other matters, including laws governing tax-qualified pension plans, as well as other contingent liabilities.

We will agree to numerous restrictions to preserve the tax-free treatment of the distribution and certain related transactions in the United States, which may reduce our strategic and operating flexibility.

Our ability to engage in certain transactions could be limited or restricted after the distribution to preserve, for U.S. federal income tax purposes, the tax-free nature of the distribution by Xperi, and certain aspects of the Internal Reorganization and Business Realignment. As discussed above, even if the distribution otherwise qualifies for tax-free treatment under Section 355 of the Code, the distribution may result in corporate-level taxable gain to Xperi under Section 355(e) of the Code if a transaction results in a change of ownership of 50 percent or greater in us as part of a plan or series of related transactions that includes the distribution. The process for determining whether an acquisition or issuance triggering these provisions has occurred, the extent to which any such acquisition or issuance results in a change of ownership and the cumulative effect of any such acquisition or issuance together with any prior acquisitions or issuances (including the Mergers) is complex, inherently factual and subject to interpretation of the facts and circumstances of a particular case. Any acquisitions or issuances of Xperi Inc. common stock within a two-year period after the distribution generally are presumed to be part of such a plan that includes the distribution, although such presumption may be rebutted. As a result of these limitations, and certain other requirements under Section 355 of the Code, under the tax matters agreement that we will enter into with Xperi, for the two-year period following the distribution, we will be prohibited, except in certain circumstances, from, among other things:

• entering into any transaction resulting in acquisitions of a certain percentage of our assets, whether by merger or otherwise;

• dissolving, merging, consolidating or liquidating;

• undertaking or permitting any transaction relating to Xperi Inc. stock, including issuances, redemptions or repurchases other than certain, limited, permitted issuances and repurchases;

• affecting the relative voting rights of Xperi Inc. stock, whether by amending Xperi Inc.’s certificate of incorporation or otherwise; or

• ceasing to actively conduct our business.

These restrictions may significantly limit our ability to pursue certain strategic transactions or other transactions that we may believe to otherwise be in the best interests of our stockholders or that might increase the value of our business.

Following the separation and distribution we will need to provide or arrange for certain services to be provided that are currently provided by Xperi.

Following the separation and distribution, we will need to provide internally or obtain from unaffiliated third parties certain services we currently receive from Xperi. These services include finance, legal, insurance, compliance and human resources activities and certain shared third-party cloud services, the effective and appropriate performance of which is critical to our operations. We may be unable to replace these services in a timely manner or on terms and conditions as favorable as those we currently receive from Xperi. In addition, if Adeia does not continue to perform effectively under the agreements entered into in connection with the separation, we may not be able to operate our business effectively and our profitability may decline. If we fail to obtain the quality of administrative services necessary to operate effectively or incur greater costs in obtaining these services, our profitability, financial condition and results of operations may be materially and adversely affected.

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Neither the combined financial information of Xperi Product nor the unaudited pro forma condensed combined financial information is necessarily representative of the results we would have achieved as an independent, publicly traded company and may not be a reliable indicator of our future results.

The financial information of Xperi Product and the unaudited pro forma condensed combined financial information included herein may not reflect what our financial condition, results of operations and cash flows would have been had we been an independent, publicly traded company comprised solely of Xperi’s product business during the periods presented or what our financial condition, results of operations and cash flows will be in the future when we are an independent company. This is primarily because:

• The historical financial information of Xperi Product does not reflect the changes that we expect in connection with the separation and distribution.

• The historical financial information of Xperi Product reflects the corporate allocation of expenses of Xperi, and is not necessarily representative of the costs we will incur for similar services as an independent company following the separation and distribution.

• Our business has historically principally satisfied our working capital requirements and obtained capital for our general corporate purposes, including acquisitions and capital expenditures, as part of Xperi’s company-wide cash management practices. Although these practices have historically generated sufficient cash to finance the working capital and other cash requirements of our business, following the separation and distribution, we will no longer have access to cash generated by Adeia after the separation nor will our cash generating revenue streams mirror those of Xperi. We may therefore need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities or other arrangements.

• Currently, our business is operated under the umbrella of Xperi’s corporate organization, and prior to the Mergers portions of our business were integrated with the businesses of Pre-Merger Xperi and Pre-Merger TiVo. This integration permitted our business (or portions thereof) to enjoy economies of scope and scale in costs, employees, vendor relationships and customer relationships, both as part of the Xperi organization and within the Pre-Merger Xperi and Pre-Merger TiVo internal corporate structures. The loss of these economies of scope and scale could have an adverse effect on our business, results of operations and financial condition following the completion of the separation.

• Other significant changes may occur in our cost structure, management, financing and business operations as a result of the separation and distribution and our operating as a company separate from Xperi.

In addition, the unaudited pro forma condensed combined financial information included in this information statement is based on the best information available, which in part includes a number of estimates and assumptions. These estimates and assumptions may prove to be inaccurate, and accordingly, our unaudited pro forma condensed combined financial information should not be assumed to be indicative of what our financial condition or results of operations actually would have been as a standalone company during the time periods presented nor to be a reliable indicator of what our financial condition or results of operations actually may be in the future.

For additional information about the unaudited pro forma condensed combined financial statements, Xperi Product past financial performance and the basis of presentation of Xperi Product financial statements, see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Following the separation and distribution, we may not enjoy the same benefits of diversity, leverage and market reputation that we enjoyed as a part of Xperi.

Following the separation and distribution, we will hold Xperi’s product business, while our business (or portions thereof) has historically benefited from Xperi’s (and, prior to the Mergers, Pre-Merger Xperi’s and Pre-Merger TiVo’s) operating diversity and purchasing power as well as opportunities to pursue integrated strategies with

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Xperi’s (and, prior to the Mergers, Pre-Merger Xperi’s and Pre-Merger TiVo’s) other businesses, including those businesses that form part of Xperi’s IP licensing business that will be allocated to Adeia in connection with the separation. Following the separation and distribution, we will not have similar diversity or integration opportunities and may not have similar purchasing power or access to the capital markets.

Additionally, following the separation and distribution, we may become more susceptible to market fluctuations and other adverse events than if we had remained part of the current Xperi organizational structure. As part of Xperi (and, prior to the Mergers, as part of Pre-Merger Xperi and Pre-Merger TiVo, as applicable), our business has been able to leverage the Xperi, Pre-Merger Xperi and Pre-Merger TiVo historical market reputation and performance as well as those businesses’ brand identities, which has allowed us to, among other things, recruit and retain key personnel to run our business. Following the separation and distribution, we may not enjoy the same historical market reputation as Xperi, Pre-Merger Xperi or Pre-Merger TiVo nor the same performance or brand identity, which may make it more difficult for us to recruit or retain such key personnel.

Our customers, prospective customers, suppliers, or other companies with whom we conduct business may need assurances that our financial stability on a standalone basis is sufficient to satisfy their requirements for doing or continuing to do business with them.

Some of our customers, prospective customers, suppliers, or other companies with whom we conduct business may need assurances that our financial stability on a standalone basis is sufficient to satisfy their requirements for doing or continuing to do business with them, and may require us to provide additional credit support, such as letters of credit or other financial guarantees. Any failure of parties to be satisfied with our financial stability could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

In connection with our separation we will assume, and indemnify Adeia for, certain liabilities. If we are required to make payments pursuant to these indemnities, we may need to divert cash to meet those obligations and our financial results could be negatively impacted. In addition, Adeia will assume, and indemnify us for certain liabilities. These indemnities may not be sufficient to insure us against the full amount of liabilities for which we will be allocated responsibility, and Adeia may not be able to satisfy their indemnification obligations in the future.

Pursuant to the separation and distribution agreement, the employee matters agreement and the tax matters agreement with Xperi, we will agree to assume, and indemnify Adeia for certain liabilities for uncapped amounts, which may include, among other items, associated defense costs, settlement amounts and judgments, as discussed further in “Certain Relationships and Related Party Transactions.” Payments pursuant to these indemnities may be significant and could negatively impact our business, particularly indemnities relating to our actions that could impact the tax-free nature of the distribution. Third parties could also seek to hold us responsible for any of the liabilities allocated to Adeia, including those related to Xperi’s IP licensing business. Adeia will agree to indemnify us for such liabilities, but such indemnities may not be sufficient to protect us against the full amount of such liabilities. In addition, Adeia may not be able to fully satisfy their indemnification obligations. Even if we ultimately succeed in recovering from Adeia any amounts for which we are held liable, we may be temporarily required to bear these losses ourselves. Each of these risks could negatively affect our business, financial condition, results of operations and cash flows.

Additionally, we generally will assume and be responsible for the payment of our share of (i) certain liabilities of Xperi relating to, arising out of or resulting from certain general corporate matters of Xperi and (ii) certain separation expenses not otherwise allocated to Adeia (or allocated specifically to us) pursuant to the separation and distribution agreement, and third parties could seek to hold us responsible for Adeia’s share of any such liabilities. For more information, see the section entitled “Certain Relationships and Related Party Transactions” Adeia will indemnify us for their share of any such liabilities; however, such indemnities may not be sufficient to protect us against the full amount of such liabilities, and/or Adeia may not be able to fully satisfy their respective indemnification obligations. In addition, even if we ultimately succeed in recovering from Adeia any amounts for

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which we are held liable in excess of our agreed share, we may be temporarily required to bear these losses ourselves. Each of these risks could negatively affect our business, financial condition, results of operations and cash flows.

Until the distribution occurs, Xperi has the sole discretion to change the terms of the distribution.

Until the distribution occurs, Xperi will have the sole and absolute discretion to determine and change the terms of the distribution, including the establishment of the record date and distribution date. These changes could be unfavorable to us. In addition, Xperi may decide at any time not to proceed with the distribution.

The business separation and related transactions may expose us to potential liabilities arising out of state and federal fraudulent conveyance laws and legal distribution requirements.

Although we will receive a solvency opinion confirming that we and Adeia will each be adequately capitalized following the distribution, the separation could be challenged under various state and federal fraudulent conveyance laws. Fraudulent conveyances or transfers are generally defined to include transfers made or obligations incurred with the actual intent to hinder, delay or defraud current or future creditors or transfers made or obligations incurred for less than reasonably equivalent value when the debtor was insolvent, or that rendered the debtor insolvent, inadequately capitalized or unable to pay its debts as they become due. Any unpaid creditor could claim that Xperi did not receive fair consideration or reasonably equivalent value in the separation and distribution, and that the separation and distribution left Adeia insolvent or with unreasonably small capital or that Xperi intended or believed it would incur debts beyond its ability to pay such debts as they mature. If a court were to agree with such a plaintiff, then such court could void the separation and distribution as a fraudulent transfer or impose substantial liabilities on us, which could adversely affect our financial condition and our results of operations. Among other things, the court could return some of our assets or your shares of Xperi Inc. common stock to Adeia, provide Adeia with a claim for money damages against us in an amount equal to the difference between the consideration received by Adeia and the fair market value of us at the time of the distribution, or require us to fund liabilities of other companies involved in the Internal Reorganization and Business Realignment for the benefit of creditors.

The distribution is also subject to review under state corporate distribution statutes. Under the Delaware General Corporation Law (the “DGCL”), a corporation may only pay dividends to its stockholders either (i) out of its surplus (net assets minus capital) or (ii) if there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Although the Xperi board of directors intends to make the distribution out of Xperi’s surplus and will receive an opinion that Xperi has adequate surplus under Delaware law to declare the dividend of Xperi Inc. common stock in connection with the distribution, there can be no assurance that a court will not later determine that some or all of the distribution was unlawful.

Xperi may compete with us.

Xperi, which will be renamed Adeia Inc. following the separation, will not be restricted from competing with us. If Xperi in the future decides to engage in the type of business we conduct, it may have a competitive advantage over us, which may cause our business, financial condition and results of operations to be materially adversely affected.

We may have received better terms from unaffiliated third parties than the terms we will receive in our agreements with Xperi.

The agreements we will enter into with Xperi in connection with the separation, including the separation and distribution agreement, transition services agreement, employee matters agreement, tax matters agreement, data sharing agreement and cross business license agreement were prepared in the context of our separation from Xperi while we were still a wholly owned subsidiary of Xperi. Accordingly, during the period in which the terms of those

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agreements were prepared, we did not have a separate or independent board of directors or a management team that was separate from or independent of Xperi. As a result, the terms of those agreements may not reflect terms that would have resulted from arm’s-length negotiations between unaffiliated third parties. Arm’s-length negotiations between Xperi and an unaffiliated third-party in another form of transaction, such as a buyer in a sale of a business transaction, may have resulted in more favorable terms to the unaffiliated third party. See “Certain Relationships and Related Party Transactions.”

No vote of the Xperi shareholders is required in connection with this distribution. As a result, if the distribution occurs and shareholders do not want to receive our common stock in the distribution, the sole recourse of any shareholder will be to divest all ownership of such shareholder’s Xperi common stock prior to the record date or in the “regular-way” trading market during the period prior to the distribution.

No vote of the Xperi shareholders is required in connection with the distribution. Accordingly, if a shareholder does not want to receive our common stock in the distribution, the only recourse will be to divest all ownership of Xperi common stock prior to the record date for the distribution or in the “regular-way” trading market during the period prior to the distribution.

Risks Related to Ownership of our Common Stock

If we fail to maintain effective internal control over financial reporting, our ability to produce accurate financial statements could be impaired, which could increase our operating costs and affect our ability to operate our business.

As a public company, we will be subject to the reporting requirements of the Exchange Act (the “Exchange Act”), and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of whichever market our securities primarily trade on, and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more time- consuming or costly and increase demand on our systems and resources. Among other things, the Exchange Act requires that we file annual, quarterly and current reports with respect to our business and results of operations and maintain effective disclosure controls and procedures and internal control over financial reporting. Significant resources and management oversight will be required to maintain our disclosure controls and procedures and internal control over financial reporting to meet this standard. As a result, management’s attention may be diverted from other business concerns, which could harm our business, results of operations or financial condition. We expect to incur additional management time and cost to comply with the reporting requirements applicable to companies that are deemed accelerated filers or large accelerated filers, including complying with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.

In addition, if we identify areas for further attention or improvement, implementing any appropriate changes to our internal control over financial reporting may require specific compliance training of our directors, officers and employees, entail substantial costs in order to modify our existing accounting systems and take a significant amount of time to complete. Xperi has in the past identified material weaknesses in its internal control over financial reporting relating to the design of controls related to the review of cash flow forecasts used in the valuation of intangible assets acquired in a business combination and the goodwill impairment analyses, and it concluded that its internal control over financial reporting was not effective as of December 31, 2020. Since identifying the material weaknesses, Xperi’s management, with oversight from its audit committee, developed and implemented a plan to remediate these material weaknesses. Xperi engaged a third-party firm that assisted it in evaluating Xperi’s historical processes through interviews with employees involved in those processes and review of the related work product for controls related to the valuation of intangible assets acquired in a business combination and goodwill impairment calculations. Xperi also conducted training and designed and implemented control activities over the review of the inputs and assumptions in cash flow forecasts. Xperi’s management completed its testing of the new control activities and determined that, as of December 31, 2021, these control

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activities had been in place for a sufficient period of time to conclude that the previously identified material weaknesses had been remediated. There is no guarantee that in the future we will be able to remediate any identified material weakness timely or at all, or in a cost-effective manner. If the remediation of any identified material weakness is not completed in a timely fashion, or at all, or if the plan is inadequate, there will be an increased risk that we may be unable to timely file future periodic reports with the SEC and that future financial statements could contain errors that will be undetected. The existence of any material weakness in our internal control over financial reporting could also affect our ability to obtain financing or could increase the cost of any such financing. Any such material weakness could also cause investors to lose confidence in the reliability of our financial statements and could result in a decline in the value of our common stock.

We cannot be certain that an active trading market for Xperi Inc. common stock will develop or be sustained after the distribution, and following the distribution, our stock price may fluctuate significantly.

A public market for Xperi Inc. common stock does not currently exist. We expect that a limited market, commonly known as a “when-issued” trading market, will develop as early as the trading day prior to the record date for the distribution, and we expect “regular-way” trading of Xperi Inc. common stock to begin on the distribution date. However, we cannot guarantee that an active trading market will develop or be sustained for Xperi Inc. common stock after the distribution. If an active trading market does not develop, you may have difficulty selling your shares of common stock at an attractive price, or at all. In addition, we cannot predict the prices at which shares of Xperi Inc. common stock may trade after the distribution.

Similarly, Xperi cannot predict the effect of the distribution on the trading prices of its common stock. Immediately following the distribution, you will own shares in both Adeia and Xperi Inc. We cannot predict the price at which Xperi Inc. common stock will trade after the distribution. After the distribution of the shares of Xperi Inc. common stock, the combined trading prices of Xperi Inc. common stock and Adeia common stock may not equal the “regular-way” trading price of a share of Xperi common stock immediately prior to the distributions of Xperi Inc. common stock. The price at which Xperi Inc. common stock trades may fluctuate significantly, particularly until an orderly public market develops. Trading prices for Xperi Inc. common stock will be determined in the public markets and may be influenced by many factors.

The market price of Xperi Inc. common stock may fluctuate significantly due to a number of factors, some of which may be beyond our control, including:

• our business profile and market capitalization may not fit the investment objectives of Xperi’s current stockholders, causing a shift in our initial investor base, and Xperi Inc. common stock may not be included in some indices in which Xperi common stock is included, causing certain holders to be mandated to sell their shares of Xperi Inc. common stock;

• our quarterly or annual earnings, or those of other companies in our industry;

• the failure of securities analysts to cover Xperi Inc. common stock after the distribution;

• actual or anticipated fluctuations in our operating results;

• changes in earnings estimates by securities analysts or our ability to meet those estimates or our earnings guidance;

• the operating and stock price performance of other comparable companies;

• overall market fluctuations and domestic and worldwide economic conditions; and

• other factors described in these “Risk Factors” and elsewhere in this information statement.

Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations may adversely affect the trading price of Xperi Inc. common stock.

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A number of shares of Xperi Inc. common stock are or will be eligible for future sale, which may cause our stock price to decline.

Any sales of substantial amounts of shares of Xperi Inc. common stock in the public market or the perception that such sales might occur, in connection with the distribution or otherwise, may cause the market price of Xperi Inc. common stock to decline. Upon completion of the distribution, we expect that we will have an aggregate of approximately 41,707,171 shares of Xperi Inc. common stock issued and outstanding. These shares will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended (the “Securities Act”), unless the shares are owned by one of our “affiliates,” as that term is defined in Rule 405 under the Securities Act.

We are unable to predict whether large amounts of Xperi Inc. common stock will be sold in the open market following the distribution. We are also unable to predict whether a sufficient number of buyers would be in the market at that time. In this regard, a portion of Xperi common stock is held by index funds tied to stock indices. If we are not included in these indices at the time of distribution, these index funds may be required to sell Xperi Inc. common stock.

We cannot guarantee the timing, amount or payment of dividends on Xperi Inc. common stock in the future.

There can be no assurance that we will have sufficient surplus under Delaware law to be able to pay any dividends in the future. The declaration, payment and amount of any dividends will be subject to the sole discretion of our post-distribution board of directors and will depend upon many factors, including our financial condition and prospects, our capital requirements and access to capital markets, covenants associated with certain of our debt obligations, legal requirements and other factors that our board of directors may deem relevant, and there can be no assurances that we will pay any dividends in the future. For more information, see the section entitled “Dividend Policy.”

Your percentage of ownership in us may be diluted in the future.

Your percentage ownership in us may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that we may be granting to our directors, officers and employees.

In addition, our amended and restated certificate of incorporation will authorize us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over Xperi Inc. common stock with respect to dividends and distributions, as our board of directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of Xperi Inc. common stock. For example, we could grant the holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred stock could affect the residual value of Xperi Inc. common stock. See the section entitled “Description of Our Capital Stock.”

Certain provisions in our amended and restated certificate of incorporation and bylaws, Delaware law and in the tax matters agreement may prevent or delay an acquisition of us, which could decrease the trading price of Xperi Inc. common stock.

Our amended and restated certificate of incorporation and bylaws will contain, and Delaware law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and to encourage prospective acquirers to negotiate with our board of directors rather than to attempt a hostile takeover. See the section entitled “Description of Our Capital Stock.”

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In addition, following the distribution, we will be subject to Section 203 of the DGCL. Section 203 of the DGCL provides that, subject to limited exceptions, persons that (without prior board approval) acquire, or are affiliated with a person that acquires, more than 15 percent of the outstanding voting stock of a Delaware corporation shall not engage in any business combination with that corporation, including by merger, consolidation or acquisitions of additional shares, for a three-year period following the date on which that person or its affiliate becomes the holder of more than 15 percent of the corporation’s outstanding voting stock.

We believe these provisions will protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our board of directors and by providing our board of directors with more time to assess any acquisition proposal. These provisions are not intended to make us immune from takeovers. However, these provisions will apply even if an acquisition proposal or offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our board of directors determines is not in our and our stockholders’ best interests. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.

Several of the agreements that we have entered into with Xperi require Xperi’s consent to any assignment by us of our rights and obligations, or a change of control of us, under the agreements. The consent rights set forth in these agreements might discourage, delay or prevent a change of control that you may consider favorable. See the sections entitled “Certain Relationships and Related Party Transactions” for a more detailed description of these agreements and provisions.

In addition, an acquisition or further issuance of our stock could trigger the application of Section 355(e) of the Code. For a discussion of Section 355(e), see the section entitled “U.S. Federal Income Tax Consequences of the Distribution.” Under the tax matters agreement, we would be required to indemnify Adeia for the tax imposed under Section 355(e) of the Code resulting from an acquisition or issuance of our stock, even if we did not participate in or otherwise facilitate the acquisition, and this indemnity obligation might discourage, delay or prevent a change of control that you may consider favorable.

For as long as we are an emerging growth company, we will not be required to comply with certain requirements that apply to other public companies.

We qualify as an emerging growth company, as defined in the JOBS Act. For as long as we are an emerging growth company, which may be up to five full fiscal years, we, unlike other public companies, will not be required to, among other things: (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (ii) comply with the requirement of the Public Company Accounting Oversight Board regarding the communication of critical audit matters in the auditor’s report on financial statements; (iii) provide certain disclosures regarding executive compensation required of larger public companies; or (iv) hold nonbinding advisory votes on executive compensation and any golden-parachute payments not previously approved. In addition, the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for adopting new or revised financial accounting standards. We may to take advantage of the longer phase-in periods for the adoption of new or revised financial accounting standards permitted under the JOBS Act until we are no longer an emerging growth company. If we were to subsequently elect instead to comply with these public company effective dates, such election would be irrevocable pursuant to the JOBS Act.

While we generally must comply with Section 404 of the Sarbanes-Oxley Act for the year ending December 31, 2023, we are not required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until our first annual report subsequent to our ceasing to be an emerging growth company. Accordingly, we may not be required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until as late as our annual report for the year ending December 31, 2027.

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Once it is required to do so, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed, operated or reviewed.

We will remain an emerging growth company for up to five years, although we will lose that status sooner if we have more than $1.07 billion of revenue in a fiscal year, have more than $700.0 million in market value of our common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period.

For so long as we rely on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. We cannot predict whether investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock to be less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This information statement and other materials Xperi and we have filed or will file with the SEC contain, or will contain, forward-looking statements within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act, which may be identified by their use of words like “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “projects,” “estimates” or other words of similar meaning. All statements other than statements about historical facts are statements that could be deemed forward-looking statements, including, but not limited to, statements that relate to our future revenue, product development, demand, acceptance and market share, growth rate, competitiveness, gross margins, levels of research, development and other related costs, expenditures, the outcome or effects of and expenses related to litigation and administrative proceedings related to our patents, our intent to enforce our intellectual property rights, tax expenses, cash flows, our ability to liquidate and recover the carrying value of our investments, our management’s plans and objectives for our current and future operations, the levels of customer spending or research and development activities, general economic conditions, the impact of the COVID-19 pandemic and related events, the impact of acquisitions on our financial condition and results of operations, the sufficiency of financial resources to support future operations and capital expenditures, and timing of, as well as expected benefits from, the separation of us from Xperi. Forward-looking statements are based on certain assumptions and expectations of future events which may not be accurate or realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond our control. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on our business, results of operations and financial condition. Some of the important factors that could cause our actual results to differ materially from those projected in any such forward-looking statements are:

• impact of our dependence on a royalty and subscription-based business model;

• effect of competition in the provision of entertainment offerings involving the distribution of digital content provided by third-party application providers through broadband;

• failure to successfully develop and timely deliver innovative technologies and services in response to changes in our markets and industries;

• failure to execute our strategies to pursue acquisitions and divestitures;

• failure to protect and enforce our intellectual property rights, contract rights, and our confidential information;

• failure to protect our brand from third-party infringement or to increase our brand awareness;

• failure to further penetrate the streaming and downloadable content delivery markets and adapt our technologies for those markets;

• effect of significant investments in new products and services that may not achieve technological feasibility or profitability or that may limit our growth;

• impact of our dependence on third parties for metadata and content and the cooperation of Pay-TV service providers, television broadcasters, hardware manufacturers, data providers and delivery mechanisms;

• effect of cybersecurity and stability risks, information technology system failures, and security breaches;

• costs of complying with evolving regulatory requirements;

• effect of volatility in our input costs;

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• our ability to retain and hire key personnel;

• general economic and market developments and conditions;

• failure to maintain effective internal control over financing reporting and to remediate any material weaknesses in our internal control over financial reporting;

• unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, including Russia’s invasion of Ukraine, and natural disasters;

• the extent to which the COVID-19 pandemic continues to have an adverse impact on our business, results of operations, and financial condition;

• the impact of supply chain constraints on our customers; and

• failure to realize the anticipated benefits of the Internal Reorganization and Business Realignment.

Additionally, there may be other risks and uncertainties that we are unable to currently identify or that we do not currently expect to have a material impact on our business.

Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Factors that could cause actual results or events to differ materially from those anticipated include the matters described under the sections entitled “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We disclaim and do not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law.

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THE SEPARATION AND DISTRIBUTION

Mergers

Xperi is a Delaware corporation that was formed in December 2019 under the name “XRAY-TWOLF Holdco Corporation” for the purpose of effecting the all-stock merger of equals transaction between Pre-Merger Xperi and Pre-Merger TiVo. On June 1, 2020, Pre-Merger Xperi and Pre-Merger TiVo each merged with wholly owned subsidiaries of Xperi and, as a result, became subsidiaries of Xperi.

Intended Separation and Distribution

Prior to the Mergers, Pre-Merger Xperi and Pre-Merger TiVo were each publicly traded companies that were listed on the Nasdaq Global Select Market, with Pre-Merger Xperi operating a global business that included a product licensing segment and a semiconductor and IP licensing segment, and Pre-Merger TiVo operating a global business that included a product segment and an IP licensing segment. In connection with the signing of the agreement and plan of merger for the Mergers (the “Merger Agreement”), Pre-Merger Xperi and Pre-Merger TiVo contemplated that, at some point following the Mergers, Xperi may pursue, subject to the approval of the Xperi board of directors and any required regulatory approvals, the separation of the combined company, Xperi, into two independent publicly traded companies—one for each of the combined company’s product and IP licensing businesses. Following the Mergers, Xperi announced its intention to pursue, subject to the approval of the Xperi board of directors and any required regulatory approvals, such separation.

Internal Reorganization and Business Realignment

In furtherance of Xperi’s planned separation into two independent, publicly traded companies, prior to but in connection with the separation and distribution, Xperi will undertake a series of internal reorganization transactions to align its respective businesses into two subgroups: product and IP licensing. Xperi has also formed a wholly owned subsidiary, Xperi Inc., to serve as a holding company for its product business. Following the distribution of Xperi Inc., Xperi, as the remaining company, will continue to hold its IP licensing business and will be renamed “Adeia Inc.”

This series of reorganization transactions, which we refer to as the “Internal Reorganization,” will involve the transfer or conveyance by Xperi of its assets and liabilities that are (i) aligned with Xperi’s product business to legal entities that will be subsidiaries of Xperi Inc. following the Business Realignment, and (ii) aligned with Xperi’s IP licensing business to legal entities that will be subsidiaries of Adeia following the Business Realignment.

Following the Internal Reorganization, Xperi will then transfer or convey between Xperi Inc. and legal entities that will be subsidiaries of Adeia all of the equity interests of the applicable subsidiaries such that, in addition to any assets and liabilities attributed to Xperi Inc. and Adeia pursuant to the separation and distribution agreement, Xperi Inc. will hold the assets and liabilities related to Xperi’s product business and the legal entities that will comprise Adeia will hold the assets and liabilities related to Xperi’s IP licensing business. These transfers and conveyances, which we refer to in this information statement as the “Business Realignment,” will include the transfer or conveyance of Xperi’s interests in the capital stock of, or any other equity interests in, the entities that are to be subsidiaries of Xperi Inc. to Xperi Inc. or the entities that are to be subsidiaries of Adeia to Adeia, as applicable.

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Xperi’s product business will be transferred to Xperi Inc. and Xperi will contribute cash to Xperi Inc. for working capital purposes. The charts below depict the current structure of Xperi as well as the anticipated structures of Xperi Inc. and Adeia following the separation and distribution.

Current Structure

(1) Xperi subsidiaries currently hold assets and liabilities relating to the IP licensing business and the product business of Xperi.

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Structure following Internal Reorganization and Business Realignment (immediately prior to separation and distribution)

(1) Xperi subsidiaries will hold assets and liabilities relating to the IP licensing business of Xperi.

(2) Xperi Inc. subsidiaries will hold assets and liabilities relating to the product business of Xperi.

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Ending Structure following the separation and distribution

(1) Xperi shareholders will, immediately following the separation and distribution, hold shares in two publicly listed companies – Adeia and Xperi Inc.

(2) Adeia (formerly known as Xperi Holding Corporation) subsidiaries will hold assets and liabilities relating to the IP licensing business of Xperi.

(3) Xperi Inc. subsidiaries will hold assets and liabilities relating to the product business of Xperi.

For further information, see the section entitled “Certain Relationships and Related Party Transactions— Separation and Distribution Agreement.”

Background of the Distribution

Xperi is a holding company comprised of Pre-Merger Xperi and Pre-Merger TiVo. Xperi is a leading consumer and entertainment product/solutions licensing company and one of the industry’s largest intellectual property licensing platforms, with a diverse portfolio of media and semiconductor intellectual property and more than 11,000 patents and patent applications worldwide. Xperi invents, develops, and delivers technologies that enable extraordinary experiences. Xperi technologies, delivered via its brands (DTS, HD Radio, IMAX Enhanced, Invensas, TiVo), and by its subsidiary, Perceive, make entertainment more entertaining, and smart devices smarter. Xperi technologies are integrated into billions of consumer devices, media platforms, and semiconductors worldwide, driving increased value for partners, customers and consumers. Xperi shapes how millions of consumers access and experience entertainment content, and its innovations are found in billions of devices and hundreds of millions of interfaces around the globe. Headquartered in Silicon Valley with operations around the world, Xperi has approximately 2,100 employees and over 35 years of operating experience.

In connection with the signing of the Merger Agreement, Pre-Merger Xperi and Pre-Merger TiVo contemplated that, at some point following the Mergers, Xperi may pursue, subject to the approval of the Xperi board of directors and any required regulatory approvals, the separation of the combined company, Xperi, into two independent, publicly traded companies—one for each of the combined company’s product and IP licensing businesses. Following the Mergers, Xperi announced its intention to pursue, subject to the approval of the Xperi board of directors and any required regulatory approvals, such separation.

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To effectuate Xperi’s plan to separate into two independent, publicly traded companies, Xperi expects to distribute Xperi Inc., which at the time of the distribution will hold Xperi’s product business. Following the distribution of Xperi Inc., Adeia is expected to hold the IP licensing business of Xperi. The separation of Xperi Inc. is expected to be completed on                 , 2022 through the distribution to Xperi’s stockholders of all the Xperi Inc. common stock.

Prior to these distributions, Xperi will undertake the Internal Reorganization and Business Realignment, as described in the section entitled “—Internal Reorganization and Business Realignment” and as contemplated by the separation and distribution agreement, which is further discussed in the section entitled “Certain Relationships and Related Party Transactions—Separation and Distribution Agreement.” As a result of these transactions, at the time of the distribution, Xperi Inc. will hold the assets and liabilities associated with Xperi’s product business (in addition to any assets and liabilities allocated to Xperi Inc. pursuant to the separation and distribution agreement), and Adeia will continue to hold the assets and liabilities associated with Xperi’s IP licensing business (in addition to any assets and liabilities allocated to Adeia pursuant to the separation and distribution agreement).

The Xperi board of directors believes that creating two focused companies is the best way to drive value for all of Xperi’s stakeholders. They also believe that the separation of Xperi’s product and IP licensing businesses will better position both companies to capitalize on significant growth opportunities and focus their resources on their respective businesses and strategic priorities.

On                 , 2022, the Xperi board of directors approved the distribution of all the then-issued and outstanding shares of Xperi Inc. common stock to Xperi stockholders on the basis of four shares of Xperi Inc. common stock for every ten shares of Xperi common stock held at the close of business on the record date for the distribution. As a result of the distribution, Xperi Inc. will become an independent, publicly traded company. The distribution of Xperi Inc. common stock as described in this information statement is subject to the satisfaction or waiver of certain conditions. For a more detailed description of these conditions, see the section entitled “—Conditions to the Distribution.” Xperi stockholders may also receive cash in lieu of any fractional shares of Xperi Inc. common stock that they would have received in the distribution. The distribution is intended to be generally tax-free to Xperi stockholders for U.S. federal income tax purposes, except for any cash received in lieu of fractional shares. Xperi stockholders will not be required to make any payment, surrender or exchange their Xperi common stock or take any other action to receive their shares of Xperi Inc. common stock in the distribution.

The Xperi board of directors has the discretion to abandon the intended distribution and to alter the terms of the distribution. As a result, we cannot provide any assurances that the distribution of Xperi Inc. common stock will be completed.

Reasons for the Separation and Distribution

Since the Mergers, the Xperi board of directors has met regularly to review Xperi’s businesses and has evaluated the strategic opportunities available to the combined company and its businesses. The Xperi board of directors believes that the separation of Xperi into two independent, publicly traded companies through the separation of its product and IP licensing businesses is the best available opportunity to unlock the value of Xperi. The Xperi board of directors has considered a wide variety of factors in evaluating the planned separation and distribution of Xperi Inc., including the risk that the distribution is abandoned and not completed. The Xperi board of directors believes that the potential benefits to Xperi stockholders of the separation of its two businesses into independent companies with their own distinctive business and capital structures and ability to focus on their respective specific growth plans will provide Xperi stockholders with certain opportunities and benefits not available to the combined company.

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The Xperi board of directors believes that the separation of the product business from Xperi is in the best interests of Xperi and its stockholders. Among other things, the Xperi board of directors considered the following potential benefits of the separations and distributions:

• Increased Management Focus on Core Business and Distinct Opportunities. The separation will enable the respective management teams to adopt strategies and pursue objectives specific to their respective businesses, and better focus on strengthening their respective core businesses and operations;

• Improved Operational and Strategic Flexibility. The separation will permit each business to pursue its own business interests, operating priorities and strategies more effectively, and will enhance operational flexibility for both businesses, particularly in dealing with suppliers and customers;

• Distinct Investment Profile. The separation will simplify how investors evaluate each business, streamline the investment profiles of both businesses and may enhance their marketability;

• Focused Capital Allocation. The separation will eliminate existing competing priorities for capital allocation between Xperi’s product and IP licensing businesses; and

• Better Talent Recruitment and Retention. The separation will improve access to talent by allowing each company to capitalize on their distinct cultures and recruitment strategies.

The Xperi board of directors also considered a number of potentially negative factors, including the loss of synergies and joint purchasing power from ceasing to operate as part of a larger, more diversified company, risks relating to the creation of a new public company, such as increased costs from operating as a separate public company, potential disruptions to the businesses and loss or dilution of brand identities, possible increased administrative costs and one-time separation costs, restrictions on each company’s ability to pursue certain opportunities that may have otherwise been available in order to preserve the tax-free nature of the distribution and certain related transactions for U.S. federal income tax purposes, the fact that each company will be less diversified than the current configuration of Xperi’s businesses prior to the separation and distribution, and the potential inability to realize the anticipated benefit of the separation and distribution.

The Xperi board of directors concluded that the potential benefits of pursuing the separation and distribution outweighed the potential negative factors in connection therewith. Neither Xperi nor we can assure you that, following the separation and distribution, any of the benefits described above or otherwise will be realized to the extent anticipated or at all. For more information see the section entitled “Risk Factors.”

The Xperi board of directors also considered these potential benefits and potentially negative factors in light of the risk that the distribution is abandoned or otherwise not completed, resulting in Xperi not separating into two independent, publicly traded companies. The Xperi board of directors believes that the potential benefits to Xperi stockholders discussed above apply to the separation and distribution of each of the intended two businesses and that the creation of each independent company, with its distinctive business and capital structure and ability to focus on its specific growth plan, will provide Xperi stockholders with greater long-term value than retaining one investment in the combined company.

In view of the wide variety of factors considered in connection with the evaluation of the separation and distribution and the complexity of these matters, the Xperi board of directors did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to the factors considered. The individual members of the Xperi board of directors may have given different weights to different factors.

History of Xperi Inc. Prior to the Distribution

As part of Xperi’s plan to separate its product business, on April 17, 2019, Pre-Merger TiVo formed TiVo Product HoldCo LLC, a Delaware limited liability company. On August 8, 2022, TiVo Product HoldCo LLC was converted into TiVo Product HoldCo Corporation, a Delaware corporation. On August 15, 2022, TiVo Product HoldCo Corporation was renamed Xperi Inc. Xperi Inc. is a direct, wholly owned subsidiary of Xperi. In

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connection with the separation and distribution, Xperi plans to transfer the assets and liabilities of the product business not currently held by Xperi Inc., to Xperi Inc. (see the sections entitled “—Internal Reorganization and Business Realignment” and “Certain Relationships and Related Party Transactions”). Xperi will then complete the separation through a distribution of Xperi Inc. common stock by way of a pro rata dividend to Xperi stockholders as of the record date. Following the separation and distribution, Xperi Inc. will be a separate company and the remaining company, Adeia, will not retain any ownership interest in Xperi Inc. As a result of the Internal Reorganization and Business Realignment, at the time of the distribution, Xperi Inc. will hold, among certain other assets and liabilities, the product business of Xperi (in addition to any assets and liabilities allocated to it pursuant to the separation and distribution agreement).

The Number of Shares of Xperi Inc. Common Stock You Will Receive

For every ten shares of Xperi common stock that you own at the close of business on                  , 2022, the record date, you will receive four shares of Xperi Inc. common stock on the distribution date. Xperi will not distribute any fractional shares of Xperi Inc. common stock. Instead, if you are a registered holder, the distribution agent will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices and distribute the aggregate cash proceeds (net of discounts and commissions) of the sales pro rata (based on the fractional share such stockholder would otherwise have been entitled to receive) to each stockholder who otherwise would have been entitled to receive a fractional share in the distribution. The distribution agent, in its sole discretion, without any influence by Xperi or us, will determine when, how, through which broker-dealer and at what price to sell the whole shares. Neither we nor Xperi will be able to guarantee any minimum sale price in connection with the sale of these shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts received in lieu of fractional shares.

The aggregate net cash proceeds of these sales will be taxable for U.S. federal income tax purposes. See the section entitled “U.S. Federal Income Tax Consequences of the Distribution” for a discussion of the U.S. federal income tax consequences of the distribution. If you are a registered holder of Xperi common stock, you will receive a check from the distribution agent in an amount equal to your pro rata share of the aggregate net cash proceeds of the sales. We estimate that it will take approximately two weeks from the distribution date for the distribution agent to complete the distributions of the aggregate net cash proceeds. If you hold your Xperi common stock through a bank or brokerage firm, your bank or brokerage firm will receive, on your behalf, your pro rata share of the aggregate net cash proceeds of the sales and will be responsible for transmitting to you your share of such proceeds.

When and How You Will Receive the Distribution

With the assistance of the distribution agent, subject to the satisfaction or waiver of certain conditions, the distribution of Xperi Inc. common stock is expected to occur on                 , 2022, the distribution date, to all holders of outstanding Xperi common stock on the record date. Computershare will serve as the distribution agent in connection with the distribution, and Computershare will serve as the transfer agent and registrar for the Xperi Inc. common stock. Xperi stockholders may receive cash in lieu of any fractional shares of Xperi Inc. common stock which they would have been entitled to receive.

If you own Xperi common stock as of the close of business on the record date, the shares of Xperi Inc. common stock that you are entitled to receive in the distribution will be issued to you electronically, as of the distribution date, in direct registration or book-entry form. If you are a registered holder, the distribution agent will credit the whole shares of Xperi Inc. common stock you receive in the distribution to a book-entry account with our transfer agent on or shortly following the distribution date. Approximately two weeks after the distribution date, the distribution agent will mail you a direct registration account statement that reflects the shares of Xperi Inc. common stock that have been registered in book-entry form in your name as well as a check reflecting any cash you are entitled to receive in lieu of fractional shares. “Direct registration form” refers to a method of recording share ownership when no physical share certificates are issued to stockholders, as is the case in this distribution.

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Most Xperi stockholders own their shares beneficially through a bank, broker or other nominee. In such cases, the bank, broker or other nominee would be said to hold the shares in “street name” and the shares of Xperi Inc. common stock you are entitled to receive in the distribution will be issued electronically to your bank or broker and your ownership would be recorded on the bank or brokerage firm’s books. If you hold your Xperi common stock through a bank, broker or other nominee, your bank or brokerage firm will credit your account for the shares of Xperi Inc. common stock that you are entitled to receive in the distribution, and will be responsible for transmitting to you any cash in lieu of fractional shares you are entitled to receive. If you have any questions concerning the mechanics of the distribution and you hold your shares of Xperi in street name, please contact your bank or brokerage firm.

If you sell your Xperi common stock in the “regular-way” market on or prior to the last trading day prior to the distribution date, you will be selling your right to receive shares of Xperi Inc. common stock in the distribution.

Transferability of Shares You Receive

The shares of Xperi Inc. common stock distributed to Xperi stockholders in connection with the distribution will be transferable without registration under the Securities Act, except for shares received by persons who may be deemed to be our affiliates. Persons who may be deemed to be our affiliates after the distribution generally include individuals or entities that control, are controlled by or are under common control with us, which may include certain of our executive officers, directors or principal stockholders. Securities held by Xperi Inc. affiliates will be subject to resale restrictions under the Securities Act. Xperi Inc. affiliates will be permitted to sell shares of Xperi Inc. common stock only pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Rule 144 under the Securities Act.

Treatment of Equity Based Compensation

The employee matters agreement will provide for the treatment of outstanding equity awards of Xperi in connection with the separation. Except for the 2022 PSUs and Key RSU Awards (each as defined below), it is expected that all outstanding Xperi equity awards held by Xperi employees and non-employee directors will be converted into adjusted awards of both Adeia and Xperi Inc., with the Xperi Inc. awards issued pursuant to one or more equity incentive plans that we will establish. The awards will be adjusted based on the following principles:

• For each award, the intent is to maintain the economic value of those awards before and after the separation date;

• Other than performance-based restricted stock units granted by Xperi in 2022 (“2022 PSUs”) and time-based restricted stock units granted by Xperi in 2022 to certain executives (the “Key RSU Awards”), the equity awards will be converted into adjusted awards of both Adeia and Xperi Inc. subject to the same terms and conditions in effect prior to the separation; and

• With respect to the 2022 PSUs and Key RSU Awards, each holder’s equity award will be concentrated in his or her employer, such that Adeia employees will hold only Adeia equity awards after the separation, and Xperi Inc. employees will hold only Xperi Inc. awards after the separation.

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The following table provides additional information regarding each type of Xperi equity award:

Type of Award	Treatment at Separation
Stock Options	Xperi stock option awards will be converted into two separate option awards, an adjusted option to purchase Adeia common stock and an option to purchase Xperi Inc. common stock, with such awards subject to adjustments to maintain economic value.
Time-Based Restricted Stock Units other than the Key RSU Awards (“RSUs”)	Holders of Xperi RSUs will retain such Xperi RSUs and also receive an RSU relating to Xperi Inc. common stock in respect of each Xperi RSU held.
Performance-Based Restricted Stock Units other than the 2022 PSU (“PSUs”)	Holders of Xperi PSUs will retain such Xperi PSUs and also receive a PSU relating to Xperi Inc. common stock in respect of each Xperi PSU held.
2022 PSUs	Holders of 2022 PSUs who are Adeia employees following the separation will retain such 2022 PSUs and holders of 2022 PSUs who are Xperi Inc. employees following the separation will receive a PSU relating to Xperi Inc. common stock in exchange for each Xperi PSU held, with such awards adjusted to maintain economic value and subject to adjusted performance criteria.
Key RSU Awards	Holders of Key RSU Awards (all of whom will be Adeia employees following the separation) will retain such Key RSU Awards, subject to adjustments to maintain economic value.

Treatment of Employee Stock Purchase Plan

In connection with our separation from Xperi, the administrator of the Xperi ESPP will (a) suspend payroll deductions and other contributions by all employees (including future Adeia employees and future Xperi Inc. employees) immediately following the exercise date under the Xperi ESPP that occurs on August 31, 2022; (b) terminate the participation of future Xperi Inc. employees in the Xperi ESPP effective no later than immediately prior to the separation; and (c) resume payroll deductions and other contributions by Adeia employees on December 1, 2022 or such other date as determined by the administrator of the Xperi ESPP. Prior to the separation, we will adopt an employee stock purchase plan in a form substantially similar to the Xperi ESPP and our employees will be eligible to participate in the new employee stock purchase plan effective no later than December 1, 2022 or such other date as we may determine.

Results of the Distribution

After our separation from Xperi, we will be an independent, publicly traded company. The actual number of shares to be distributed will be determined by Xperi at the close of business on the record date for the distribution based on the distribution ratio. The distribution will not affect the number of outstanding shares of Xperi common stock, which will now reflect ownership of Adeia, or any rights of Xperi stockholders. Xperi will not distribute any fractional shares of Xperi Inc. common stock.

We will enter into the separation and distribution agreement with Xperi to effect the separation and provide a framework for our relationship with Adeia after the separation and distribution. In connection with the separation and distribution, we will also enter into various other agreements with Xperi, including a tax matters agreement, an employee matters agreement, a cross business license agreement, data sharing agreement and transition

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services agreement. These agreements will collectively provide for the attribution between us and Adeia of the assets, liabilities and obligations of Xperi and its subsidiaries (including its investments, property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after our separation from Xperi and will govern certain relationships between us and Adeia. There will be no restrictions on Adeia from establishing operations in entertainment-related products or services or on Xperi Inc. from establishing operations in IP licensing activities after the separation and distribution. For a more detailed description of these agreements, see the sections entitled “Risk Factors—Risks Related to the Separation” and “Certain Relationships and Related Party Transactions.”

Market for Xperi Inc. Common Stock

There is currently no public trading market for Xperi Inc. common stock. We have applied to list our common stock on the New York Stock Exchange under the symbol “XPER.” We have not and will not set the initial price of Xperi Inc. common stock. The initial price will be established by the public markets.

Xperi Inc. cannot predict the price at which its common stock will trade after the distribution. The combined trading prices, after the distribution, of the shares of Xperi Inc. common stock that each Xperi stockholder will receive in the distribution and the shares of Xperi common stock held at the record date may not equal the “regular-way” trading price of a share of Xperi common stock immediately prior to the distribution. The price at which Xperi Inc. common stock trades may fluctuate significantly, particularly until an orderly public trading market develops. Trading prices for Xperi Inc. common stock will be determined in the public markets and may be influenced by many factors. See the section entitled “Risk Factors—Risks Related to Ownership of our Common Stock.”

Trading Between the Record Date and Distribution Date

Beginning on or shortly before the record date and continuing through the last trading day prior to the distribution date, Xperi expects that there will be two markets in Xperi common stock: a “regular-way” market and an “ex-distribution” market. Shares of Xperi common stock that trade on the “regular-way” market will trade with an entitlement to receive the shares of Xperi Inc. common stock distributed pursuant to the separation. Shares of Xperi common stock that trade on the “ex-distribution” market will trade without an entitlement to receive the Xperi Inc. common stock distributed pursuant to the distribution. Therefore, if you sell Xperi common stock in the “regular-way” market on or prior to the last trading day prior to the distribution date, you will be selling your right to receive Xperi Inc. common stock in the distribution. If you own Xperi common stock at the close of business on the record date and sell those shares on the “ex-distribution” market on or prior to the last trading day prior to the distribution date, you will receive the shares of Xperi Inc. common stock that you are entitled to receive pursuant to your ownership of Xperi common stock as of the record date.

Furthermore, we anticipate that trading in Xperi Inc. common stock will begin on a “when-issued” basis as early as the trading day prior to the record date for the distribution and will continue through the last trading day prior to the distribution date. “When-issued” trading in the context of a separation refers to a sale or purchase made conditionally on or before the distribution date because the securities of the separated entity have not yet been distributed. The “when-issued” trading market will be a market for Xperi Inc. common stock that will be distributed to holders of Xperi common stock on the distribution date. If you owned Xperi common stock at the close of business on the record date, you would be entitled to Xperi Inc. common stock distributed pursuant to the distribution. You may trade this entitlement to shares of Xperi Inc. common stock, without the Xperi common stock you own, on the “when-issued” market. We anticipate that trading on a “when-issued” basis will continue through the last trading day prior to the distribution date. At the open of trading on the distribution date, “regular-way” trading will begin.

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Conditions to the Distribution

We expect that the distribution will be effective on                 , 2022, the distribution date; provided that, among other conditions described in this information statement, the following conditions shall have been satisfied:

• the SEC having declared effective the Form 10 under the Exchange Act, no stop order relating to the Form 10 being in effect, no proceedings seeking such a stop order being pending before or threatened by the SEC and this information statement having been distributed to Xperi stockholders;

• the listing of Xperi Inc. common stock on the New York Stock Exchange having been approved, subject to official notice of issuance;

• the Xperi board of directors having received an opinion from Kroll, LLC to the effect that, following the distribution, we and Xperi will each be solvent and adequately capitalized, and that Xperi has adequate surplus under Delaware law to declare the dividend of Xperi Inc. common stock;

• the Internal Reorganization and Business Realignment as they relate to us having been effectuated prior to the distribution date;

• the Xperi board of directors having declared the dividend of Xperi Inc. common stock to effect the distribution and having approved the distribution and all related transactions, which approval may be given or withheld in the board’s absolute and sole discretion (and such declaration or approval not having been withdrawn);

• Xperi having elected the individuals to be members of our board of directors following the distribution, and certain directors as set forth in the separation and distribution agreement having resigned from the Xperi board of directors;

• each of us and Xperi and each of our or its applicable subsidiaries having entered into all ancillary agreements to which it and/or such subsidiary is contemplated to be a party;

• no events or developments having occurred or existing that make it inadvisable to effect the distribution or that would result in the distribution and related transactions not being in the best interest of Xperi or its stockholders;

• no order, injunction or decree by any governmental entity of competent jurisdiction or other legal restraint or prohibition preventing consummation of the distribution or any of the related transactions, including the transfers of assets and liabilities contemplated by the separation and distribution agreement, shall be pending, threatened, issued or in effect; and

• the receipt by Xperi of the Tax Opinion.

The fulfillment of the foregoing conditions does not create any obligations on Xperi’s part to effect the distribution, and the Xperi board of directors has the ability, in its sole discretion, to amend, modify or abandon the distribution and related transactions at any time prior to the distribution date.

Regulatory Approvals

We must complete the necessary registration under U.S. federal securities laws of Xperi Inc. common stock, as well as the applicable listing requirements of the New York Stock Exchange for such shares.

Other than the requirements discussed above, we do not believe that any other material governmental or regulatory filings or approvals will be necessary to consummate the distribution.

No Appraisal Rights

Xperi stockholders will not have any appraisal rights in connection with the distribution.

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Reasons for Furnishing this Information Statement

We are furnishing this information statement solely to provide information to Xperi stockholders who will receive shares of Xperi Inc. common stock in the distribution. You should not construe this information statement as an inducement or encouragement to buy, hold or sell any of our securities or any securities of Xperi. We believe that the information contained in this information statement is accurate as of the date set forth on the cover. Changes to the information contained in this information statement may occur after that date, and neither Xperi nor we undertake any obligation to update the information except in the normal course of Xperi’s and our public disclosure obligations and practices.

Financial Statement Presentation

This information statement generally describes Xperi Inc. as if the Internal Reorganization, Business Realignment and separation and distribution have already been completed and Xperi Inc. holds the product business of Xperi that it will hold at the time of the distribution. Accordingly, this information statement includes an unaudited pro forma condensed combined balance sheet for Xperi Product as well as unaudited pro forma condensed combined statements of operations for Xperi Product, which present our financial position and results of operations to give effect to the Internal Reorganization, the Business Realignment, the separation and distribution, described under “Unaudited Pro Forma Condensed Combined Financial Information.” The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and should not be viewed as an indication of current or future results of operations, financial position or cash flows as if Xperi Inc. had been a separate, standalone company holding Xperi’s product business on the financial statement date or during the periods presented. For further information, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

This information statement also includes certain historical combined financial information related to, and discusses the results of operations, financial condition and business of, Xperi Inc. For example, the historical combined financial statements incorporated by reference herein reflect Xperi Product business as it has been conducted prior to the Internal Reorganization, Business Realignment and separation and distribution. These combined financial statements reflect the business of Xperi Product, which exclude those portions of Xperi’s IP licensing business that will ultimately remain with Adeia. Xperi Product financial information and results are not necessarily representative of the financial results that we would have achieved as a separate, publicly traded company holding Xperi’s product business nor indicative of the results we expect for any future period. This information statement does not reflect Xperi Product as it will be comprised at the time of the separation and distribution. For further information, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

On April 17, 2019, Pre-Merger TiVo formed TiVo Product HoldCo LLC, a Delaware limited liability company. On August 8, 2022, TiVo Product HoldCo LLC was converted into TiVo Product HoldCo Corporation, a Delaware corporation. On August 15, 2022, TiVo Product HoldCo Corporation was renamed Xperi Inc. is a direct, wholly owned subsidiary of Xperi. Xperi Inc. has engaged in no business operations to date and has no assets or liabilities of any kind, other than those incident to its formation.

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DIVIDEND POLICY

We intend to either pay no cash dividend or a nominal cash dividend depending on our capital allocation needs and discussions with our board of directors.

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CAPITALIZATION

The following table sets forth Xperi Inc.’s cash and cash equivalents and capitalization as of June 30, 2022, on a historical and on a pro forma basis giving effect to the Business Realignment, the Internal Reorganization, the separation and distribution and $50 million of debt incurred in connection with the Vewd Acquisition described under “Unaudited Pro Forma Condensed Combined Financial Information,” as if they occurred on June 30, 2022. The historical cash and cash equivalents and capitalization for Xperi Inc. are derived from the condensed combined financial statements of Xperi Product and accompanying notes included in this Form 10. Explanations for the pro forma adjustments can be found under “Unaudited Pro Forma Condensed Combined Financial Information.” The following table should be reviewed in conjunction with “Unaudited Pro Forma Condensed Combined Financial Information” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the combined financial statements and accompanying notes of Xperi Product incorporated by reference herein and filed as Exhibit 99.2 to the Form 10 of which this information statement forms a part.

We are providing the capitalization table for information purposes only. The capitalization table below may not reflect the capitalization or financial condition that would have resulted had we been operating as an independent, publicly traded company on June 30, 2022 and is not necessarily indicative of our future capitalization or financial condition.

	As of June 30, 2022
($ in thousands)	Historical			Pro Forma
Cash and cash equivalents	$	133,257		$	200,000
Capitalization
Indebtedness
Long-term debt		—			50,000
		—			50,000
Equity:
Net Parent investment		1,029,487			—
Common Stock		—			42
Additional paid-in-capital		—			1,111,959
Accumulated other comprehensive loss		(4,125	)		(4,125	)
Noncontrolling interests		(11,015	)		(11,015	)
Total Parent invested equity		1,014,347			1,096,861
Total capitalization	$	1,014,347		$	1,146,861

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The unaudited pro forma condensed combined financial information presented below consists of unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2022 and the year ended December 31, 2021 and an unaudited pro forma condensed combined balance sheet as of June 30, 2022. The unaudited pro forma condensed combined financial information should be read in conjunction with the historical combined financial statements and the related notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this information statement.

The unaudited pro forma condensed combined statements of operations derived from our historical unaudited condensed combined statement of operations for the six months ended June 30, 2022, and our historical audited combined statement of operations for the year ended December 31, 2021 have been prepared to give effect to the Internal Reorganization, Business Realignment, separation and distribution and $50 million of debt incurred in connection with the Vewd Acquisition, described below, as if these events had occurred or became effective as of January 1, 2021, the beginning of our most recently completed fiscal year. The unaudited pro forma condensed combined balance sheet has been prepared to give effect to the Internal Reorganization, Business Realignment, separation and distribution and $50 million of debt incurred in connection with the Vewd Acquisition, described below, as if these events had occurred or became effective as of June 30, 2022.

The following unaudited pro forma condensed combined financial statements give effect to the Internal Reorganization, Business Realignment and separation and distribution in accordance with Article 11 of the Securities and Exchange Commission’s Regulation S-X. The unaudited pro forma condensed combined financial information presented below has been derived from our historical audited combined financial statements incorporated by reference into in this information statement and does not purport to represent what our financial position and results of operations would have been had the Internal Reorganization, Business Realignment, separation and distribution and $50 million of debt incurred in connection with the Vewd Acquisition occurred on the dates indicated and is not necessarily indicative of our future financial position and future results of operations. The pro forma adjustments as described in the accompanying notes are based on available information and assumptions we believe are reasonable; however, such adjustments are subject to change as additional information becomes available and analyses are performed.

Xperi Holding Corporation did not account for us as, and we were not operated as, an independent, publicly traded company for the periods presented. The unaudited pro forma condensed combined financial information has been prepared to include transaction accounting and autonomous entity adjustments in accordance with Article 11 of Regulation S-X to reflect the financial condition and results of operations as if we were a separate stand-alone entity.

The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) necessary for an illustrative understanding of Xperi Inc. upon consummation of the separation and distribution. The unaudited pro forma condensed combined financial information has been adjusted to give effect to the following:

• The contribution by Xperi Holding Corporation to us of all the assets and liabilities that comprise the Xperi Inc. business in our historical audited combined financial statements, in each case, pursuant to the separation and distribution agreement;

• The anticipated post-separation capital structure, including the contribution of approximately $66.7 million of cash from Xperi Holding Corporation;

• The impact of, and transactions contemplated by, the separation and distribution agreement and various other agreements with Xperi, including a tax matters agreement, an employee matters agreement, a cross business license agreement, a transition service agreement and a data sharing agreement;

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• The tax-free distribution, for U.S. federal income tax purposes, of shares of our common stock to Xperi Holding Corporation shareholders, based on the distribution of four shares of our common stock for every ten shares of Xperi Holding Corporation common stock outstanding as of the record date for the distribution, and the resulting redesignation of Xperi Holding Corporation’s historical net investment as common stock and additional paid-in capital; and

• The $50 million of debt incurred in connection with the closing of the Vewd Acquisition on July 1, 2022. Vewd focuses on enabling the transition to over-the-top media by developing software solutions spanning client to cloud to deliver content to customers. The purchase price was approximately $109 million, subject to customary closing adjustments. Cash consideration was transferred by Xperi Holding Corporation on behalf of Xperi Inc. in addition to the senior promissory note to consummate the acquisition. Based on prior acquisitions, we expect to identify and recognize intangible assets such as developed technology and customer contracts and related relationships, which we estimate will be approximately 50% of the total purchase price, with estimated useful lives ranging from 5 to 6 years, and goodwill in connection with the acquisition. Given the timing of the transaction, the purchase price allocation has not yet been completed and we believe it is impractical to do so as of the date of this information statement, therefore, we have not reflected the acquisition and related purchase accounting adjustments in these unaudited condensed combined pro forma financial statements. The acquisition was not significant under Rule 3-05 of Regulation S-X.

To operate as an independent, publicly traded company, we expect to incur costs to replace certain services historically provided to us by Xperi Holding Corporation. The significant assumptions involved in determining our estimates of the costs of being an independent, publicly traded company include, but are not limited to, costs to perform financial reporting, tax, corporate governance, treasury, legal, internal audit and investor relations activities; compensation expense, including equity-based awards, and benefits; and incremental third-party costs with respect to insurance, audit services, tax services, employee benefits and legal services. The operating expenses reported in our historical combined statements of operations include allocations of certain Xperi Holding Corporation costs. These costs include allocation of Xperi Holding Corporation corporate costs that benefit us, including corporate governance, executive management, finance, legal, information technology, human resources, and other general and administrative costs. Certain factors could impact these stand-alone public company costs, including the finalization of our staffing and infrastructure needs.

All transaction related expenses have or will be paid by Xperi and therefore no such expenses are reflected in the unaudited pro forma condensed combined financial information of Xperi Inc.

Additionally, we have provided management adjustments that we believe are necessary to enhance the understanding of the pro forma effects of the Internal Reorganization, Business Realignment and separation and distribution.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2022

($ in thousands)	Historical			Transaction Accounting Adjustments			Notes		Autonomous Entity Adjustments		Notes	Other Adjustments		Notes			Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	133,257		$	66,743			(A)	$	—		$	—				$	200,000
Accounts receivable, net		79,606			—					—			—					79,606
Unbilled contracts receivable, net		46,487			—					—			—					46,487
Other current assets		30,690			—					—			—					30,690
Total current assets		290,040			66,743					—			—					356,783
Long-term unbilled contracts receivable		3,217			—					—			—					3,217
Property and equipment, net		53,573			—					—			—					53,573
Operating lease right-of-use assets		54,919			—					—			—					54,919
Intangible assets, net		241,583			17,294			(B)		—			50,000		(F	)		308,877
Goodwill		536,441			—					—			—					536,441
Other assets		27,939			—					—			—					27,939
Total assets	$	1,207,712		$	84,037				$	—		$	50,000				$	1,341,749
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	11,197		$	—				$	—		$	—				$	11,197
Accrued liabilities		73,920			1,523			(C)		—								75,443
Deferred revenue		27,163			—					—			—					27,163
Total current liabilities		112,280			1,523					—			—					113,803
Long-term deferred tax liabilities		15,135			—					—			—					15,135
Long-term debt		—			—					—			50,000		(F	)		50,000
Deferred revenue, less current portion		19,237			—					—			—					19,237
Noncurrent operating lease liabilities		42,571			—					—			—					42,571
Other long-term liabilities		4,142			—					—			—					4,142
Total liabilities		193,365			1,523					—			50,000					244,888
Equity:
Net Parent company investment		1,029,487			(1,029,487	)		(D)		—			—					—
Common stock		—			42			(D)		—			—					42
Additional paid-in capital		—			1,111,959			(E)		—			—					1,111,959
Accumulated other comprehensive loss		(4,125	)		—					—			—					(4,125	)
Noncontrolling interest		(11,015	)		—					—			—					(11,015	)
Total equity		1,014,347			82,514					—			—					1,096,861
Total liabilities and equity	$	1,207,712		$	84,037				$	—		$	50,000				$	1,341,749

See accompanying notes to the unaudited pro forma condensed combined financial statements.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2022

($ and shares in thousands except par value)	Historical			Transaction Accounting Adjustments			Notes		Autonomous Entity Adjustments			Notes			Other Adjustments			Notes			Pro Forma
Revenue	$	245,092		$	—				$	—					$	—					$	245,092
Operating expenses:
Cost of revenue, excluding depreciation and amortization of intangible assets		54,286			—					—						—						54,286
Research and development		101,572			(255	)		(G)		—						—						101,317
Selling, general and administrative		100,193								(510	)		(J	)		—						99,683
Depreciation expense		10,707			—					—						—						10,707
Amortization expense		29,553			1,092			(H)		—						—						30,645
Total operating expenses		296,311			837					(510	)					—						296,638
Operating loss		(51,219	)		(837	)				510						—						(51,546	)
Interest Expense																(1,500	)		(K	)		(1,500	)
Other income and expense, net		226			—					—												226
Loss before taxes		(50,993	)		(837	)				510						(1,500	)					(52,820	)
Provision for (benefit from) income taxes		10,475			(201	)		(I)		122			(I	)		(360	)		(I	)		10,036
Net loss		(61,468	)		(636	)				388						(1,140	)					(62,856	)
Less: Net loss attributable to noncontrolling interest		(1,816	)		—					—						—						(1,816	)
Net loss attributable to Xperi Inc.	$	(59,652	)	$	(636	)			$	388					$	(1,140	)				$	(61,040	)
Basic and diluted loss per share (Note L)																					$	(1.46	)
Weighted average shares, basic and diluted (Note L)																						41,707,171

See accompanying notes to the unaudited pro forma condensed combined financial statements.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2021

($ and shares in thousands except par value)	Historical			Transaction Accounting Adjustments			Notes			Autonomous Entity Adjustments			Notes			Other Adjustments			Notes			Pro Forma
Revenue	$	486,483		$	—					$	—					$	—					$	486,483
Operating expenses:
Cost of revenue, excluding depreciation and amortization of intangible assets		125,626			—																		125,626
Research and development		194,869			(510	)		(G	)		—						—						194,359
Selling, general and administrative		199,921									(1,020	)		(J	)		—						198,901
Depreciation expense		22,584			—						—						—						22,584
Amortization expense		105,311			2,185			(H	)		—						—						107,496
Total operating expenses		648,311			1,675						(1,020	)					—						648,966
Operating loss		(161,828	)		(1,675	)					1,020						—						(162,483	)
Interest expense																	(3,000	)		(K	)		(3,000	)
Other income and expense, net		1,590			—						—						—						1,590
Loss before taxes		(160,238	)		(1,675	)					1,020						(3,000	)					(163,893	)
Provision for (benefit from) income taxes		18,840			(402	)		(I	)		245			(I	)		(720	)		(I	)		17,963
Net loss		(179,078	)		(1,273	)					775						(2,280	)					(181,856	)
Less: Net loss attributable to noncontrolling interest		(3,456	)		—						—						—						(3,456	)
Net loss attributable to Xperi Inc.	$	(175,622	)	$	(1,273	)				$	775					$	(2,280	)				$	(178,400	)
Basic and diluted loss per share (Note L)																						$	(4.28	)
Weighted average shares, basic and diluted (Note L)																							41,707,171

See accompanying notes to the unaudited pro forma condensed combined financial statements.

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The unaudited pro forma condensed combined balance sheet as of June 30, 2022 includes the following pro forma adjustments:

Transaction Accounting Adjustments:

(A) Reflects the capital contribution of approximately $66.7 million in cash paid to Xperi Inc. from Xperi Holding Corporation in connection with the Internal Reorganization and Business Realignment, separation and distribution as of June 30, 2022.

(B) Reflects patent assets, in the amount of $17.3 million, being transferred from Xperi Holding Corporation to Xperi Inc., in connection with the Internal Reorganization. While the patent assets are being transferred at fair value, they are recorded in the unaudited condensed combined pro forma balance sheet at their carryover basis, and therefore the value is not necessarily reflective of the fair value of the patent assets, individually or in total, nor can the fair value be ascertained on a per asset basis.

(C) In connection with the separation, Xperi Holding Corporation will transfer compensation related liabilities of $1.5 million for corporate employees transferred to Xperi Inc. for which the full accrual will be paid by Xperi Inc. when it comes due.

(D) Represents the reclassification of Xperi Holding Corporation’s net investment in Xperi Inc. to common stock and additional paid-in capital to reflect the number of shares of Xperi Inc. common stock expected to be outstanding at the distribution date. Reflects the issuance of 41,707,171 shares of our common stock with a par value of $0.001 per share pursuant to the Separation and Distribution Agreement. We have assumed the number of outstanding shares of our common stock based on 104,267,929 shares of Xperi common stock outstanding on August 1, 2022, and assuming a distribution of 100% of our common stock to Xperi’s stockholders and a distribution ratio of four shares of our common stock for every ten shares of Xperi common stock. The actual number of shares issued will not be known until the record date for the distribution.

(E) The additional paid-in-capital adjustments are summarized below:

	($ in thousands)
Cash and cash equivalents (A)	$	66,743
Intangible assets, net (B)		17,294
Accrued liabilities (C)		(1,523	)
Net Parent company investment (D)		1,029,487
Common stock (D)		(42	)
Additional paid-in-capital	$	1,111,959

Other Adjustments

(F) Reflects the senior unsecured promissory note issued by TiVo Product Holdco LLC on July 1, 2022 in connection with financing the consideration paid for the Vewd Acquisition. The promissory note bears an interest rate of 6.0% per annum, payable on a quarterly basis. The interest rate might be adjusted in connection with the separation and distribution. See the section entitled “Description of Material Indebtedness” for more information. Given the timing of the transaction, the purchase price allocation has not yet been completed.

The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2022 and for the year ended December 31, 2021 include the following pro forma adjustments:

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Transaction Accounting Adjustments:

(G) Reflects the net patent prosecution costs associated with the transferred intangible assets from Xperi Holding Corporation to Xperi Inc., offset by the transfer of intangible assets from Xperi Inc. to Xperi Holding Corporation, both in connection with the Internal Reorganization.

(H) Reflects the amortization expense associated with the transferred intangible assets from Xperi Holding Corporation to Xperi Inc. in connection with the Internal Reorganization.

(I) Reflects the tax effects of the unaudited pro forma adjustments calculated at the statutory rate of 24% based on the statutory rate for the respective jurisdiction. Management believes the statutory tax rate provides a reasonable basis for the pro forma adjustment. However, the effective tax rate of Xperi Inc. could be significantly different depending on actual operating results by jurisdiction and the application of enacted tax law to those specific results.

Autonomous Entity Adjustments:

(J) Reflects the reimbursement of general and administrative expense associated with post separation services provided by Xperi Inc. to Adeia post separation.

Other Adjustments

(K) Reflects the estimated interest expense associated with the issuance of the promissory note in connection with the Vewd Acquisition, which bears an interest rate of 6.0% per annum.

Earnings (Loss) Per Share:

(L) The numbers of Xperi Inc. shares used to compute basic and diluted earnings per share for the six months ended June 30, 2022 and for the year ended December 31, 2021 are based on the number of shares of Xperi Inc. common stock which are expected to be outstanding upon completion of the distribution. We have assumed the number of outstanding shares of common stock based on the number of Xperi Inc. common shares outstanding at August 1, 2022, assuming the anticipated distribution ratio of four shares of Xperi Inc. common stock for every ten shares of Xperi Holding Corporation common stock outstanding. Diluted weighted-average pro forma shares is the same as basic weighted-average pro forma shares because the potentially dilutive equity plans to purchase additional shares were not assumed to have been exercised if their effect is anti-dilutive.

The adjustments shown in the tables below include those that management deems necessary to enhance the understanding of the pro forma effects of the Internal Reorganization, Business Realignment and separation and distribution. The following discussion contains forward-looking statements that reflect the plans, estimates and beliefs of management. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those set forth in the forward-looking statements. See “Cautionary Statement Concerning Forward-Looking Statements.”

Following the separation, Xperi Inc. expects to incur costs as a standalone public company in connection with certain of its corporate functions including, but not limited to, marketing and other general and administrative functions, that are incremental to Xperi Inc.’s corporate and shared costs allocated in the historical combined financial statements. Xperi Inc. performed a budget assessment of the resources and associated costs required to function as a stand-alone company. This assessment was performed consistently across all functions. The “corporate support functions personnel-based” adjustments presented in the tables below represent incremental expenses for personnel and stock-based compensation related to executive officers and other employees, who were considered shared as part of corporate allocations in the historical combined financial statements but will be employees of Xperi Inc. after the separation. The “corporate support functions non-personnel-based” adjustments presented in the tables below represent costs associated with outside services, legal, marketing, and investor relations fees and were determined by estimating third-party spend in each function.

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Xperi Inc. benefits from shared corporate expenses as a segment within Xperi Holding Corporation. In order to operate as a standalone public company, Xperi Inc. expects to incur higher expenses than the prior shared allocation due to dis-synergies. The adjustments below show these dis-synergies, which are represented by higher costs of $20.4 million for the year ended December 31, 2021 and $10.2 million for the six months ended June 30, 2022. Management also expects certain expenses to be lower than the prior shared allocation, resulting in synergies of $1.0 million and $0.5 million for the year ended December 31, 2021 and the six months ended June 30, 2022, respectively.

The tax effect of the management adjustments noted in the table below has been determined by applying the respective statutory tax rates to the aforementioned adjustments in jurisdictions where valuation allowances were not required.

Management believes the presentation of these adjustments is necessary to enhance an understanding of the pro forma effects of the Internal Reorganization, Business Realignment and separation and distribution, and that these adjustments reflect all adjustments that are, in the opinion of management, necessary to provide a fair statement of the pro forma financial information, aligned with the assessment described above. The additional expenses have been estimated based on assumptions that Xperi Inc.’s management believes are reasonable. However, actual additional costs could be different from the estimates, and would depend on several factors, including economic environment and strategic decisions made in areas such as separation, selling and marketing, research and development, information technology and infrastructure. Xperi Inc. may increase or reduce investments, expenses, or resources in the future that are not included in management adjustments below.

The tables below set forth each management adjustment in forms of synergies and dis-synergies for the periods presented.

For the Six Months Ended June 30, 2022	Net loss attributable to Xperi Inc.*			Basic and diluted loss per share			Weighted average shares
($ in thousands except share and per share amounts)
Pro Forma*	$	(61,040	)	$	(1.46	)		41,707,171
Management adjustments
Synergies
Corporate support functions personnel-based (1)		214
Corporate support functions non-personnel-based (2)		293
Dis-synergies
Corporate support functions personnel-based (3)		(7,096	)
Corporate support functions non-personnel-based (4)		(3,112	)
Total Management adjustments		(9,701	)
Tax effect		2,328
Pro forma net loss after management adjustments	$	(68,413	)	$	(1.64	)		41,707,171

* As shown in the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2022.

(1) Represents primarily general and administrative expenses related to financial planning.

(2) Represents primarily facilities costs.

(3) Represents primarily general and administrative expenses, selling and corporate marketing expenses, and stock-based compensation expense.

(4) Represents costs associated with outside services, equipment, materials and supplies, investor relations costs, depreciation, facilities and insurance costs.

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For the Year Ended December 31, 2021	Net loss attributable to Xperi Inc.*			Basic and diluted loss per share			Weighted average shares
($ in thousands except share and per share amounts)
Pro Forma*	$	(178,400	)	$	(4.28	)		41,707,171
Management adjustments
Synergies
Corporate support functions personnel-based (1)		428
Corporate support functions non-personnel-based (2)		586
Dis-synergies
Corporate support functions personnel-based (3)		(14,191	)
Corporate support functions non-personnel-based (4)		(6,224	)
Total Management adjustments		(19,401	)
Tax effect		4,656
Pro forma net loss after management adjustments	$	(193,145	)	$	(4.63	)		41,707,171

* As shown in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021.

(1) Represents primarily general and administrative expenses related to financial planning.

(2) Represents primarily facilities costs.

(3) Represents primarily general and administrative expenses, selling and corporate marketing expenses, and stock-based compensation expense.

(4) Represents costs associated with outside services, equipment, materials and supplies, investor relations costs, depreciation, facilities and insurance costs.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

You should read the following in conjunction with the sections in this information statements entitled “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” “The Separation and Distribution,” “Unaudited Pro Forma Condensed Combined Financial Information,” “Business” and “Certain Relationships and Related Party Transactions” as well as the combined financial statements of Xperi Product and accompanying notes for the years ended December 31, 2021, 2020 and 2019, and the unaudited condensed combined financial statements of Xperi Product for the three and six months ended June 30, 2022 and 2021, the audited combined financial statements of TiVo Product for the year ended December 31, 2019, and the unaudited condensed financial statements of TiVo Product for the three months ended March 31, 2020 and 2019, filed as Exhibits 99.2, 99.3 and 99.4, respectively, to the Form 10 of which this information statement forms a part.

The management’s discussion and analysis of Xperi Inc.’s historical financial condition and results of operations presented below is that of the product segment of Historical Xperi. The following refers to and should be read in conjunction with the combined financial statements and accompanying notes, which are incorporated by reference herein and filed as Exhibit 99.2 to the Form 10, of which this information statement forms a part. This management’s discussion and analysis has been included to help provide an understanding of Xperi Inc.’s financial condition, changes in financial condition and results of operations.

The combined financial information and results of operations that are discussed in this section relate to Xperi Inc., without giving effect to the Internal Reorganization and Business Realignment that will occur in connection with the separation and distribution. The discussion in this section does not reflect Xperi Inc. as it will be constituted following the separation as a separate, publicly traded company holding Xperi’s product business. As a result, the discussion does not necessarily reflect the expected financial position, results of operations and cash flows of Xperi Inc. following the separation or what Xperi Inc.’s financial position, results of operations and cash flows would have been had Xperi Inc. been an independent, publicly traded company during the periods presented. See the section entitled “The Separation and Distribution” and “Certain Relationships and Related Party Transactions” for a discussion of the Internal Reorganization and Business Realignment, and the separation and distribution.

The following discussion may contain forward-looking statements that reflect the plans, estimates and beliefs of Historical Xperi. The words “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “projects,” “estimates” or other words of similar meaning and similar expressions, among others, generally identify “forward-looking statements,” which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those set forth in the forward-looking statements.

Factors that could cause actual results or events to differ materially from those anticipated include the matters described under the sections entitled “Risk Factors,” “Business” and “Cautionary Statement Concerning Forward-Looking Statements.” We disclaim and do not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law.

Key Metrics

In evaluating our financial condition and operating performance, we focus on revenue and cash flow from operations.

For the quarter ended June 30, 2022 as compared to the quarter ended June 30, 2021:

• Total revenue increased by $5.8 million, or 4.8%, from $120.4 million to $126.2 million. The change was primarily due to the settlement of a contract dispute with a large mobile imaging customer partially offset by a decrease in revenue from consumer hardware and legacy guides within the PayTV market vertical and a one-time benefit to revenue in the second quarter of 2021 from a Stream 4K customer within the Media Platform market vertical.

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For the six months ended June 30, 2022 as compared to the six months ended June 30, 2021:

• Total revenue increased by $1.1 million, or 0.4%, from $244.0 million to $245.1 million. The change was primarily due to increased revenue from the settlement of a contract dispute with a large mobile imaging customer, partially offset by significant settlement of past royalties from a customer in the first quarter of 2021, and due to continued supply chain constraints that impacted our customers’ shipment volumes in our Connected Car and Consumer Electronics product categories.

• Net cash from operating activities decreased modestly by $1.5 million.

For the year ended December 31, 2021 as compared to the year December 31, 2020:

• Total revenue increased by $110.4 million, or 29%, from $376.1 million to $486.5 million. The first five months of TiVo revenue in 2020, which was pre-acquisition, thus excluded in the 2020 financial statements, was roughly $130 million. This TiVo revenue increase was offset by COVID-19 impacts in 2021.

• Net cash from operating activities decreased by $0.3 million, or 1.4%, from a net cash outflow of $23.8 million to a net cash outflow of $23.5 million.

For the year ended December 31, 2020 as compared to the year December 31, 2019:

• Total revenue increased by $178.0 million, or 90%, from $198.1 million to $376.1 million. The increase was primarily due to the inclusion of $193.9 million in revenue from TiVo Product operations following the Mergers. This increase was partially offset by a decrease in royalty revenue from existing licensing agreements, due primarily to a decline in our product sales, driven by declines in automotive sales as a result of supply chain disruptions from the COVID-19 pandemic.

• Net cash from operating activities decreased by $48.5 million, or 196%, from a net cash inflow of $24.7 million to a net cash outflow of $23.8 million. The decrease was primarily due to merger related transaction costs of $15.2 million, severance and retention costs of $12.3 million, as well as net cash outflows from timing of settlement of receivables, accounts payable and accruals totaling $15.9 million in 2020 as compared to 2019.

Business Overview

Following the closing of Pre-Merger Xperi merger with Pre-Merger TiVo in 2020, the new parent company following the merger, Xperi, announced plans to separate into two independent publicly traded companies, one comprising its intellectual property licensing business and one comprising its product business. The separation is intended to take the form of a tax-free spin-off to Xperi’s stockholders of 100% of the shares of its product-related business, which will be renamed Xperi Inc. In connection with the separation, Xperi will be renamed and continue as Adeia. In connection with the distribution of Xperi Inc., Adeia is expected to change its stock symbol to “ADEA.” The separation is subject to certain conditions, including, among others, obtaining final approval from Xperi’s board of directors, receipt of an opinion confirming that the distribution and certain transactions entered into in connection with the distribution generally will be tax-free to Xperi and its shareholders for U.S. federal income tax purposes and the U.S. Securities and Exchange Commission declaring the effectiveness of the registration statement of which this information statement forms a part.

On December 18, 2019, Xperi entered into an Agreement and Plan of Merger and Reorganization with Pre-Merger TiVo to combine in an all-stock merger of equals transaction. Immediately following the consummation of the Mergers on June 1, 2020, Xperi Holding Corporation, a Delaware corporation founded in December 2019 under the name “XRAY-TWOLF HoldCo Corporation” became the parent company of both Pre- Merger Xperi and Pre-Merger TiVo. See “Note 9 – Business Combinations” of our combined financial statements incorporated by reference into this information statement for a more detailed description of the Mergers.

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Xperi was determined to be the accounting acquirer in the Mergers. As a result, the historical financial statements of Xperi for periods prior to the Mergers are considered to be the historical financial statements of Xperi Holding Corporation. As used herein, “Parent” refers to Pre-Merger Xperi when referring to periods prior to June 1, 2020, and to Xperi Holding Corporation when referring to periods subsequent to June 1, 2020.

On August 8, 2022, TiVo Product HoldCo LLC was converted into TiVo Product HoldCo Corporation, a Delaware corporation. On August 15, 2022, TiVo Product HoldCo Corporation was renamed Xperi Inc. Xperi Inc. is a direct, wholly owned subsidiary of Xperi.

Xperi Inc. has a portfolio of software and technology that addresses one of the biggest consumer trends in entertainment today – the massive proliferation of content and the rapidly changing habits for how consumers are finding, watching and enjoying entertainment. We create extraordinary experiences at home and on the go for millions of consumers around the world, elevating content and how audiences connect with it in a way that is more intelligent, immersive and personal. Powering smart devices, connected cars, entertainment experiences and more, we’ve created a unified ecosystem that reaches highly engaged consumers, uncovering significant new business opportunities, now and in the future. We offer consumers a unique and seamless end-to-end entertainment experience, from choice to consumption, in the home, in the car and on-the-go. Additionally, through our technology solutions, we can offer our customers and partners additional ways to monetize that consumption. Lastly, we offer automotive original equipment manufacturers (“OEMs”) in-cabin monitoring solutions that enhance safety within the car. We group our business into four categories based on the products delivered and customers served: Pay-TV, Consumer Electronics, Connected Car, and Media Platform. Headquartered in Silicon Valley with operations around the world, we have approximately 2,100 employees and more than 35 years of operating experience.

Basis of Presentation

Our combined financial statements were prepared in connection with the Internal Reorganization, Business Realignment and separation and distribution and on a “carve-out” basis from the consolidated financial statements and accounting records of our Parent as if we had operated on a standalone basis during the periods presented and were prepared in accordance with U.S. GAAP. The accounting policies used to derive our combined financial statements amounts are the same as those used by our Parent. As a direct ownership relationship did not exist among all the various legal entities comprising the product business, Net Parent company investment in us is shown in lieu of stockholders’ equity in the combined financial statements.

Our combined balance sheets include Parent assets and liabilities that are specifically identifiable or otherwise attributable to us, including subsidiaries in which our Parent has a controlling financial interest. In the fourth quarter of 2018, we funded a new subsidiary, Perceive, which was created to focus on delivering edge inference solutions. As of June 30, 2022, we owned approximately 80.0% of Perceive. The operating results of Perceive have been included in our combined financial statements since the fourth quarter of 2018.

We are dependent on Parent for all our working capital and financing requirements as our Parent uses a centralized approach to cash management and financing our operations. Financial transactions relating to our Parent and us are accounted for through the Net Parent company investment on the combined balance sheets. Accordingly, none of Parent’s cash and cash equivalents have been allocated to our Company for any of the periods presented, unless those balances were directly attributable to us. We reflect transfers of cash to and from Parent’s cash management system as a component of Net Parent company investment on the combined balance sheets. Parent’s long-term debt has not been attributed to us for any of the periods presented because Parent’s borrowings are not our legal obligation.

Our combined statements of operations and comprehensive loss reflect allocations of general corporate expenses from our Parent, including, but not limited to, executive management, sales and marketing, finance, legal, information technology, employee benefits administration, stock-based compensation, treasury, risk management, procurement and other shared services. These allocations were made on a direct usage basis when identifiable, with the remainder allocated on a pro rata basis of billing, revenue, headcount or other measures as determined appropriate. Our management and Parent consider these allocations to be a reasonable reflection of

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the utilization of services by, or the benefits provided to us. The allocations may not, however, reflect the expenses our company would have incurred as a standalone company for the periods presented. Actual costs that may have been incurred if we had been a standalone company would depend on several factors, such as the chosen organizational structure, whether functions were outsourced or performed by employees and decisions with respect to areas such as facilities, information technology and operating infrastructure.

Our Parent maintains various benefit and stock-based compensation plans at a corporate level. Our employees participate in those programs and a portion of the cost of those plans is included in our combined financial statements. Our combined balance sheets and combined statements of equity do not include any benefit plan obligations, or any equity related to stock-based compensation plans. See “Note 12—Stock-Based Compensation Expense” of our combined financial statements incorporated by reference into this information statement for a description of the accounting for stock-based compensation.

Our fiscal year ends on December 31. We employ a calendar month-end reporting period for our quarterly reporting.

We qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

Our historical results are included as a part of the Parent’s financial statements which are filed with the SEC. As a result, we track the effective dates and adopt all guidance applicable to us consistent with the manner that the Parent tracks and adopts all applicable guidance. However, we intend to adopt future standards at the appropriate date for emerging growth companies once we are established as a stand-alone company. This may make comparison of our financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult because of the potential differences in accounting standards used.

The audited combined financial statements of TiVo Product for the year ended December 31, 2019 and the unaudited combined financial statements of TiVo Product for the three months ended March 31, 2020 and 2019 have been derived from the consolidated financial statements and accounting records of TiVo Corporation as if TiVo Product operated on a standalone basis during the periods presented and were prepared in accordance with U.S. GAAP.

The combined statements of operations of TiVo Product reflect allocations of general corporate expenses from Pre-Merger TiVo, including, but not limited to, executive management, finance, legal, information technology, employee benefits administration, treasury, risk management, procurement and other shared services. These allocations were made on a direct usage basis when identifiable, with the remainder allocated on the basis of revenue, expenses, headcount or other relevant measures. Pre-Merger TiVo management considered these allocations to be a reasonable reflection of the utilization of services by, or the benefits provided to, TiVo Product. The allocations may not, however, reflect the expense TiVo Product would have incurred as a standalone company for the periods presented. Actual costs that may have been incurred if TiVo Product had been a standalone company would depend on a number of factors, including the chosen organizational structure, whether functions were outsourced or performed by employees and decisions with respect to areas such as facilities, information technology and operating infrastructure.

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The combined balance sheets of TiVo Product include TiVo assets and liabilities that are specifically identifiable or otherwise attributable to TiVo Product, including subsidiaries and affiliates in which TiVo has a controlling financial interest. TiVo Product was dependent on TiVo for all its working capital and financing requirements as TiVo used a centralized approach to cash management and financing its operations. Financial transactions relating to TiVo Product were accounted for through the TiVo parent company investment on the combined balance sheets. Accordingly, none of TiVo’s cash, cash equivalents or investments have been assigned to TiVo Product for any of the periods presented, unless those balances were directly attributable to TiVo Product. TiVo Product reflects transfers of cash to and from TiVo’s cash management system as a component of TiVo parent company investment on the combined balance sheets. TiVo’s long-term debt was not attributed to TiVo Product for any of the periods presented because TiVo’s borrowings were not the legal obligation of TiVo Product.

The COVID-19 Pandemic Impact

The COVID-19 pandemic has had, and may continue to have, an adverse impact on our business. The impact to date has included periods of significant volatility in markets we serve, in particular the automotive and broad consumer electronics markets. Additionally, the pandemic has caused some challenges and delays in acquiring new customers and executing license renewals. These factors have negatively impacted our financial condition and results of operations, and may result in an impairment of our long-lived assets, including goodwill, increased credit losses and impairments of investments in other companies.

Our operations and those of our customers have also been negatively impacted by certain trends arising from the COVID-19 pandemic, including labor market constraints, shortage of semiconductor components and manufacturing capacities, and delays in shipments, product development and product launches. Moreover, the COVID-19 pandemic, its related impact, and United States federal, state and foreign government policies enacted to combat the pandemic have contributed to a recent rise of inflation that may increase the cost of our operations and reduce demand for our products and services and those of our customers, which may adversely affect our financial performance.

Our per-unit and variable-fee based revenue will continue to be susceptible to the volatility, labor shortages, supply chain disruptions, microchip shortages, and potential market downturns precipitated by the COVID-19 pandemic.

The impact of the pandemic on our overall results of operations remains uncertain for the foreseeable future. Further discussion of the potential impacts on our business from the COVID-19 pandemic is provided under the section entitled “Risk Factors.”

Results of Operations

Significant events occurred over the past two years that affect the comparability of our financial statements. On June 1, 2020, we completed the Mergers with Pre-Merger TiVo, and as a result we incurred significant one-time expenses in 2020 such as transaction related costs (e.g., bankers fees, legal fees, consultant fees), lease impairment charges due to facilities consolidation, and severance and retention costs (including stock-based compensation expense resulting from the contractually required acceleration of equity instruments for departing executives). Additionally, our amortization expense increased significantly due to the valuation of Pre-Merger TiVo’s intangible assets recorded as a result of the Mergers.

We derive the majority of our revenue from licensing our technology to customers. These arrangements are summarized below based on how the technology is delivered to customers: License arrangements and Technology Solutions arrangements. For License arrangements, the customer obtains rights to the technology delivered at the commencement of the agreement. For Technology Solutions arrangements, the customer receives access to a platform, media or data that includes frequent updates, where access to such updates is critical to the functionality of the technology. The timing of when performance obligations are satisfied, as well as the fee arrangements underlying each agreement, determine when revenue is recognized.

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License Arrangements

We license our audio, digital radio and imaging technology to CE manufacturers, automotive manufacturers or their supply chain partners.

We generally recognize royalty revenue from licenses based on units shipped or manufactured. Revenue is recognized in the period in which the customer’s sales or production are estimated to have occurred. This may result in an adjustment to revenue when actual sales or production are subsequently reported by the customer, generally in the month or quarter following sales or production. Estimating customers’ quarterly royalties prior to receiving the royalty reports requires us to make significant assumptions and judgments related to forecasted trends and growth rates used to estimate quantities shipped or manufactured by customers, which could have a material impact on the amount of revenue we report on a quarterly basis.

Certain customers enter into fixed fee or minimum guarantee agreements, whereby customers pay a fixed fee for the right to incorporate our technology in the customer’s products over the license term. In arrangements with a minimum guarantee, the fixed fee component corresponds to a minimum number of units or dollars that the customer must produce or pay, with additional per-unit fees for any units or dollars exceeding the minimum. We generally recognize the full fixed fee as revenue at the beginning of the license term when the customer has the right to use the technology and begins to benefit from the license, net of the effect of any significant financing components calculated using customer-specific, risk-adjusted lending rates, with the related interest income being recognized over time on an effective rate basis. For minimum guarantee agreements where the customer exceeds the minimum, we recognize revenue relating to any additional per-unit fees in the periods we believe the customer will exceed the minimum and adjust the revenue based on actual usage once that is reported by the customer.

Technology Solutions Arrangements

For Technology Solutions, we provide on-going media or data delivery, hosting and access to its platform, and software updates. For these solutions, we generally receive fees on a per-subscriber per-month basis or as a fixed fee, and revenue is recognized during the month in which the solutions are provided to the customer. For most of the Technology Solutions offerings, substantially all functionality is obtained through our continuous hosting and/or updating of the data and content. In these instances, we typically have a single performance obligation related to these ongoing activities in the underlying arrangement. For those arrangements that include multiple performance obligations, we allocate the consideration in accordance with the allocation of transaction price principle and recognize revenue for each distinct performance obligation when control of the promised goods or services is transferred to the customer.

We also generate revenue from non-recurring engineering (“NRE”) services, advertising, and hardware products, each of which was less than 5% of total revenue for all periods presented.

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Management Discussion of Results of Operations of Xperi Product for the Three and Six Months ended June 30, 2022 and June 30, 2021, filed as Exhibit 99.2

The following table sets forth our historical operating results (in thousands) for the periods presented:

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Revenue	$	126,203		$	120,426		$	245,092		$	244,008
Operating expenses:
Cost of revenue, excluding depreciation and amortization of intangible assets		26,879			26,484			54,286			55,682
Research and development		51,372			46,425			101,572			94,397
Selling, general and administrative		50,341			50,171			100,193			101,978
Depreciation expense		5,144			5,206			10,707			10,572
Amortization expense		14,760			27,742			29,553			55,437
Total operating expenses		148,496			156,028			296,311			318,066
Operating loss		(22,293	)		(35,602	)		(51,219	)		(74,058	)
Other income and expense, net		(290	)		150			226			368
Loss before taxes		(22,583	)		(35,452	)		(50,993	)		(73,690	)
Provision for income taxes		8,395			1,879			10,475			5,328
Net loss		(30,978	)		(37,331	)		(61,468	)		(79,018	)
Less: Net loss attributable to noncontrolling interest		(848	)		(755	)		(1,816	)		(1,516	)
Net loss attributable to Xperi Inc.	$	(30,130	)	$	(36,576	)	$	(59,652	)	$	(77,502	)

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The following table sets forth our historical operating results for the periods presented (indicated as a percentage of revenue):

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Revenue		100	%		100	%		100	%		100	%
Operating expenses:
Cost of revenue, excluding depreciation and amortization of intangible assets		21			22			22			23
Research and development		41			39			41			39
Selling, general and administrative		40			42			41			42
Depreciation expense		4			4			4			4
Amortization expense		12			23			12			23
Total operating expenses		118			130			121			130
Operating loss		(18	)		(30	)		(21	)		(30	)
Other income and expense, net		0			0			0			0
Loss before taxes		(18	)		(29	)		(21	)		(30	)
Provision for income taxes		7			2			4			2
Net loss		(25	)		(31	)		(25	)		(32	)
Less: Net loss attributable to noncontrolling interest		(1	)		(1	)		(1	)		(1	)
Net loss attributable to Xperi Inc.		(24	)%		(30	)%		(24	)%		(32	)%

Revenue

The following table sets forth our revenue (in thousands, except for percentages) for the three months ended June 30, 2022 and 2021:

	Three Months Ended June 30,
	2022		2021		Increase		% Change
Total revenue	$	126,203	$	120,426	$	5,777		4.8	%

The $5.8 million or 4.8% increase in total revenue for the three months ended June 30, 2022, compared to the prior year, was primarily due to the settlement of a contract dispute with a large mobile imaging customer partially offset by a decrease in revenue from consumer hardware and legacy guides within the PayTV market vertical and a one-time benefit to revenue in the second quarter of 2021 from a Stream 4K customer within the Media Platform market vertical.

The following table sets forth our revenue (in thousands, except for percentages) for the six months ended June 30, 2022 and 2021:

	Six Months Ended June 30,
	2022		2021		Increase		% Change
Total revenue	$	245,092	$	244,008	$	1,084		0.4	%

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The $1.1 million or 0.4% increase in total revenue for the six months ended June 30, 2022, compared to the prior year, was primarily due to increased revenue from the settlement of a contract dispute with a large mobile imaging customer partially offset by significant settlement of past royalties from a customer in the first quarter of 2021, and to continued supply chain constraints that impacted our customers’ shipment volumes in our Connected Car and Consumer Electronics product categories.

The following table sets forth our revenue percentages by product categories for the three and six months ended June 30, 2022 and June 30, 2021:

	Three Months Ended June 30,
	2022			2021
Pay-TV		48	%		56	%
Consumer Electronics		31			19
Connected Car		17			19
Media Platform		4			6
Total revenue		100	%		100	%

	Six Months Ended June 30,
	2022			2021
Pay-TV		51	%		54	%
Consumer Electronics		28			22
Connected Car		17			19
Media Platform		4			5
Total revenue		100	%		100	%

We use four product categories for our revenue, each of which has unique characteristics from a growth perspective. Pay-TV, which is the largest product category, has been experiencing the impact of cord cutting on legacy electronic program guides, partially offset by growth from Internet-Protocol Television (“IPTV”) solutions. This trend is expected to continue. The Consumer Electronics category has recently been impacted by pandemic-related supply chain constraints but is expected to experience single-digit growth over time as market conditions improve and new technologies are adopted in the market. Within the Connected Car category, revenue has also been impacted by supply chain constraints that have resulted in fewer cars being shipped, but the category is also expected to grow over time from improvement in supply chain constraints and the adoption of our AutoSense and AutoStage technologies. The Media Platform category, which is currently the smallest product category, has recently been growing, and is expected to experience significant growth in the future as we monetize the installed base of our newer TV OS platform and related solutions.

Cost of Revenue, Excluding Depreciation and Amortization of Intangible Assets

Cost of revenue, excluding depreciation and amortization of intangible assets consists primarily of employee-related costs, royalties paid to third parties, maintenance costs and an allocation of facilities costs, service center and other expenses related to providing Pay-TV and platform solutions, NRE services and our metadata offering, as well as all product-related costs associated primarily with TiVo-enabled devices.

Cost of revenue, excluding depreciation and amortization of intangible assets, is relatively flat for the three months ended June 30, 2022 at $26.9 million, as compared to $26.5 million for the three months ended June 30, 2021.

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Cost of revenue, excluding depreciation and amortization of intangible assets, for the six months ended June 30, 2022 was $54.3 million, as compared to $55.7 million for the six months ended June 30, 2021, a decrease of $1.4 million primarily due to inventory reserves recorded in the six months ended June 30, 2021.

Research and Development

Research and development (“R&D expense”) is comprised primarily of employee-related costs, stock-based compensation expense, engineering consulting expenses associated with new product and technology development, product commercialization, quality assurance and testing costs, as well as costs related to information technology, patent applications and examinations, materials, supplies and allocation of facilities costs. All R&D expense is expensed as incurred.

R&D expense for the three months ended June 30, 2022 was $51.4 million as compared to $46.4 million for the three months ended June 30, 2021, an increase of $5.0 million. The increase was primarily due to increased hiring of employees, primarily due to the MobiTV Acquisition in May 2021, as well as increased bonus expense driven by expected higher bonus percentage attainment.

R&D expense for the six months ended June 30, 2022 was $101.6 million as compared to $94.4 million for the six months ended June 30, 2021, an increase of $7.2 million. The increase was primarily due to increased hiring of employees, primarily due to the MobiTV Acquisition in May 2021, as well as increased bonus expense driven by expected higher bonus percentage attainment.

Selling, General and Administrative

Selling expenses consist primarily of compensation and related costs for sales and marketing personnel engaged in sales and licensee support, reverse engineering personnel and services, marketing programs, public relations, promotional materials, travel, trade show expenses, and stock-based compensation expense. General and administrative expenses consist primarily of compensation and related costs for general management, information technology, finance personnel, legal fees and expenses, facilities costs, stock-based compensation expense, and professional services. Our general and administrative expenses, other than facilities-related expenses, are not allocated to other expense line items.

Selling, general and administrative expenses (“SG&A expenses”) for the three months ended June 30, 2022, were $50.3 million, as compared to $50.2 million for the three months ended June 30, 2021, an increase of $0.1 million. The increase was due to increased bonus expense driven by expected higher bonus percentage attainment, partially offset by lower marketing and advertising costs and lower bad debt expense.

Selling, general and administrative expenses (“SG&A expenses”) for the six months ended June 30, 2022, were $100.2 million, as compared to $102.0 million for the six months ended June 30, 2021, a decrease of $1.8 million. The decrease was primarily due to less marketing and advertising expenses as well as lower bad debt expenses.

Depreciation Expense

Depreciation expense was $5.1 million for the three months ended June 30, 2022, relatively flat as compared to $5.2 million for the three months ended June 30, 2021, a decrease of $0.1 million.

Depreciation expense was $10.7 million for the six months ended June 30, 2022, relatively flat as compared to $10.6 million for the six months ended June 30, 2021.

Amortization Expense

Amortization expense for the three months ended June 30, 2022 was $14.8 million, as compared to $27.7 million for the three months ended June 30, 2021, a decrease of $12.9 million. The decrease was due to certain intangible assets becoming fully amortized in late 2021.

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Amortization expense for the six months ended June 30, 2022 was $29.6 million, as compared to $55.4 million for the six months ended June 30, 2021, a decrease of $25.8 million. The decrease was due to certain intangible assets becoming fully amortized in late 2021.

As a result of the Mergers, we anticipate that amortization expenses will continue to be a significant expense since we acquired approximately $266.3 million of intangible assets which will be amortized over the next several years. See “Note 8— Goodwill and Identified Intangible Assets” of our combined financial statements incorporated by reference into this information statement for additional information.

Stock-based Compensation Expense

The following table sets forth our stock-based compensation expense (in thousands) for the three months ended June 30, 2022 and 2021 (in thousands):

	Three Months Ended June 30,
	2022		2021
Cost of revenue	$	773	$	529
Research and development		5,681		4,353
Selling, general and administrative		4,085		3,446
Total stock-based compensation expense	$	10,539	$	8,328

Stock-based compensation awards include restricted stock awards and units, employee stock plan purchases and employee stock options. The increase in stock-based compensation for the three months ended June 30, 2022, compared to the prior year, was primarily a result of MobiTV acquisition related headcount increases which increased the associated expenses.

The following table sets forth our stock-based compensation expense (in thousands) for the six months ended June 30, 2022 and 2021 (in thousands):

	Six Months Ended June 30
	2022		2021
Cost of revenue	$	1,398	$	852
Research and development		10,780		8,204
Selling, general and administrative		6,998		7,188
Total stock-based compensation expense	$	19,176	$	16,244

Stock-based compensation awards include restricted stock awards and units, employee stock plan purchases and employee stock options. The increase in stock-based compensation for the six months ended June 30, 2022, compared to the prior year, was primarily a result of increased headcount which increased the associated expenses.

Provision for Income Taxes

For the three months ended June 30, 2022, we recorded an income tax expense of $8.4 million on a pretax loss of $(22.6) million, which resulted in an effective tax rate of (37.2)%. The income tax expense was primarily related to foreign withholding taxes and foreign income tax expense.

For the six months ended June 30, 2022, we recorded an income tax expense of $10.5 million on a pretax loss of $(51.0) million, which resulted in an effective tax rate of (20.5)%. The income tax expense was primarily related to foreign withholding taxes and foreign income tax expense.

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For the three months ended June 30, 2021, we recorded an income tax expense of $1.9 million on a pretax loss of $(35.5) million, which resulted in an effective tax rate of (5.3)%. The income tax expense was primarily related to foreign withholding taxes.

For the six months ended June 30, 2021, we recorded an income tax expense of $5.3 million on a pretax loss of $(73.7) million, which resulted in an effective tax rate of (7.2)%. The income tax expense was primarily related to foreign withholding taxes.

At June 30, 2022, our 2017 through 2021 tax years are generally open and subject to potential examination in one or more jurisdictions. Our earlier tax years are also open in certain jurisdictions which are currently subject to examination. In addition, in the U.S., any net operating losses or credits that were generated in prior years but not yet fully utilized in a year that is closed under the statute of limitations may also be subject to examination.

The need for a valuation allowance requires an assessment of both positive and negative evidence when determining whether it is more-likely-than-not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction-by-jurisdiction basis. In making such assessment, significant weight is given to evidence that can be objectively verified. After considering both positive and negative evidence to assess the recoverability of our net deferred tax assets, we determined that it was unlikely that we would realize our federal, certain state and certain foreign deferred tax assets given the substantial amount of tax attributes that will remain unutilized to offset reversing deferred tax liabilities. We intend to continue maintaining a full valuation allowance on our federal deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. Release of the valuation allowance would result in the recognition of certain federal deferred tax assets and a decrease to income tax expense for the period the release is recorded. The exact timing and amount of the valuation allowance release depends on the level of profitability that we are able to achieve.

Management Discussion of Results of Operations of Xperi Product for the Years Ended December 31, 2021, 2020 and 2019, Filed as Exhibit 99.2

The following table sets forth our historical operating results (in thousands) for the periods presented:

	Years Ended December 31,
	2021			2020			2019
Revenue	$	486,483		$	376,101		$	198,124
Operating expenses:
Cost of revenue, excluding depreciation and amortization of intangible assets		125,626			77,788			7,786
Research and development		194,869			163,407			94,627
Selling, general and administrative		199,921			172,594			91,408
Depreciation expense		22,584			16,666			5,666
Amortization expense		105,311			98,209			88,074
Total operating expenses		648,311			528,664			287,561
Operating loss		(161,828	)		(152,563	)		(89,437	)
Other income and expense, net		1,590			1,535			1,012
Loss before taxes		(160,238	)		(151,028	)		(88,425	)
Provision for (benefit from) income taxes		18,840			(9,735	)		(6,054	)
Net loss		(179,078	)		(141,293	)		(82,371	)
Less: Net loss attributable to noncontrolling interest		(3,456	)		(2,966	)		(1,503	)
Net loss attributable to Xperi Product	$	(175,622	)	$	(138,327	)	$	(80,868	)

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The following table sets forth our historical operating results for the periods presented (indicated as a percentage of revenue):

	Years Ended December 31,
	2021			2020			2019
Revenue		100	%		100	%		100	%
Operating expenses:
Cost of revenue, excluding depreciation and amortization of intangible assets		26			21			4
Research and development		40			43			48
Selling, general and administrative		41			46			46
Depreciation expense		4			5			3
Amortization expense		22			26			44
Total operating expenses		133			141			145
Operating loss		(33	)		(41	)		(45	)
Other income and expense, net		0			0			1
Loss before taxes		(33	)		(41	)		(44	)
Provision for (benefit) from income taxes		4			(3	)		(3	)
Net loss		(37	)		(38	)		(41	)
Less: Net loss attributable to noncontrolling interest		1			1			1
Net loss attributable to Xperi Product		(36	)%		(37	)%		(40	)%

Revenue

The following table sets forth our revenue (in thousands, except for percentages) for the periods presented:

	Years Ended December 31,
	2021		2020		Increase		% Change
Total revenue	$	486,483	$	376,101	$	110,382		29	%

The $110.4 million or 29% increase in total revenue for the year ended December 31, 2021, compared to the prior year, was primarily due to the inclusion of a full year of revenue from TiVo Product operations following the Mergers. TiVo Product revenue accounted for $119.8 million of the increase and the inclusion of MobiTV accounted for $7.2 million which was partially offset by a decrease in royalty revenue from existing licensing agreements, due primarily to a decline in our product sales, driven by declines in automotive sales as a result of supply chain disruptions from the COVID-19 pandemic.

	Years Ended December 31,
	2020		2019		Increase		% Change
Total revenue	$	376,101	$	198,124	$	177,977		90	%

The $178.0 million or 90% increase in total revenue for the year ended December 31, 2020, compared to the prior year, was primarily due to the inclusion of $193.9 million in revenue from TiVo Product operations following the Mergers. The increase in revenue was partially offset by a decrease in royalty revenue from existing licensing agreements, due primarily to a decline in our product sales, driven by declines in automotive sales as a result of supply chain disruptions from the COVID-19 pandemic.

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The following table sets forth revenue percentages by product categories for the periods presented:

	Years Ended December 31,
	2021			2020			2019
Pay-TV		54	%		44	%		0	%
Consumer Electronics		21			30			59
Connected Car		18			21			41
Media Platform		7			5			0
Total revenue		100	%		100	%		100	%

The revenue percentages by product category for the years ended December 31, 2021, 2020 and 2019 are not comparable due to the effects of the Mergers consummated on June 1, 2020.

Cost of Revenue, Excluding Depreciation and Amortization of Intangible Assets

Cost of revenue, excluding depreciation and amortization of intangible assets consists primarily of employee- related costs, royalties paid to third parties, maintenance costs and an allocation of facilities costs, service center and other expenses related to providing Pay-TV and platform solutions, NRE services and our metadata offering, as well as all product-related costs associated primarily with TiVo-enabled devices.

Cost of revenue, excluding depreciation and amortization of intangible assets, for the year ended December 31, 2021 was $125.6 million, as compared to $77.8 million for the year ended December 31, 2020, an increase of $47.8 million. The increase was primarily due to the inclusion of a full year of cost of revenue from TiVo Product operations following the Mergers. An increase of $26 million related to a full year inclusion of cost of revenue hardware, while the remainder of the increase related to a full year inclusion of TiVo cost of revenue personnel costs and facility costs.

Cost of revenue, excluding depreciation and amortization of intangible assets, for the year ended December 31, 2020 was $77.8 million, as compared to $7.8 million for the year ended December 31, 2019, an increase of $70.0 million. The increase was primarily due to the inclusion of TiVo Product expenses of $68.6 million following the Mergers, related to service center and other expenses associated with providing Pay-TV and platform solutions, costs of non-recurring engineering services and all product-related costs including third-party manufacturing costs, warranty and fulfillment costs.

Research and Development Expense

Research and development expense (“R&D expense”) is comprised primarily of employee-related costs, stock-based compensation expense, engineering consulting expenses associated with new product and technology development, product commercialization, quality assurance and testing costs, as well as costs related to information technology, patent applications and examinations, materials, supplies and allocation of facilities costs. All R&D expense is expensed as incurred.

R&D expense for the year ended December 31, 2021 was $194.9 million as compared to $163.4 million for the year ended December 31, 2020, an increase of $31.5 million. The increase was primarily due to the inclusion of a full year of R&D expense from TiVo Product operations following the Mergers, as well as employees hired in connection with the acquisition of certain assets of MobiTV on May 31, 2021. The TiVo Product related employees accounted for an increase of $40.5 million which was partially offset by a decrease in personnel-related costs resulting from cost synergies implemented subsequent to the Mergers.

R&D expense for the year ended December 31, 2020 was $163.4 million as compared to $94.6 million for the year ended December 31, 2019, an increase of $68.8 million. The increase was due to the inclusion of $61.7 million of R&D expenses from TiVo Product following the Mergers, increased headcount and personnel

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costs of $2.1 million in Perceive, and retention and severance charges of $2.9 million incurred in connection with consolidating and optimizing post-merger operations.

We believe that a significant level of R&D expense will be required for us to remain competitive in the future. We also anticipate that R&D expense will increase in 2022 when compared to 2021 due primarily to including a full year of the expenses related to the acquisition of MobiTV assets in our combined results and increased investments in Stream OS and Connected Car.

Selling, General and Administrative Expense

Selling expenses consist primarily of compensation and related costs for sales and marketing personnel engaged in sales and licensee support, reverse engineering personnel and services, marketing programs, public relations, promotional materials, travel, trade show expenses, and stock-based compensation expense. General and administrative expenses consist primarily of compensation and related costs for general management, information technology, finance personnel, legal fees and expenses, facilities costs, stock-based compensation expense, and professional services. Our general and administrative expenses, other than facilities-related expenses, are not allocated to other expense line items.

Selling, general and administrative expenses (“SG&A expenses”) for the year ended December 31, 2021 were $199.9 million, as compared to $172.6 million for the year ended December 31, 2020, an increase of $27.3 million. The increase was due principally to the inclusion of a full year of SG&A expenses from TiVo Product operations following the Mergers. Personnel expense, including stock-based compensation expense, increased by $28.3 million which was related to the TiVo Product employees, this was partially offset by a decrease in outside services expense that in 2020 included payments for the TiVo related transaction costs.

Selling, general and administrative expenses for the year ended December 31, 2020 were $172.6 million, as compared to $91.4 million for the year ended December 31, 2019, an increase of $81.2 million. The increase was due principally to the inclusion of $65.0 million of TiVo Product expenses following the Mergers, merger related transaction costs of $15.2 million and post-merger severance and retention costs of $9.4 million due to personnel reductions following the Mergers, partially offset by a reduction in travel and entertainment expenses of $3.9 million resulting from the reduction of nearly all travel due to the COVID-19 pandemic.

We anticipate SG&A expenses will increase in 2022 when compared to 2021 due to investments in IT infrastructure.

Depreciation Expense

Depreciation expense was $22.6 million for the year ended December 31, 2021, as compared to $16.7 million for the year ended December 31, 2020, an increase of $5.9 million. The increase was entirely attributable to the inclusion of a full year of depreciation expense from TiVo Product operations following the Mergers as well as depreciation of assets acquired from MobiTV.

Depreciation expense was $16.7 million for the year ended December 31, 2020, as compared to $5.7 million for the year ended December 31, 2019, an increase of $11.0 million. The increase was primarily attributable to the inclusion of depreciation expense from TiVo Product operations following the Mergers.

Amortization Expense

Amortization expense for the year ended December 31, 2021 was $105.3 million, as compared to $98.2 million for the year ended December 31, 2020, an increase of $7.1 million. The increase was entirely attributable to the inclusion of a full year of amortization expense from TiVo Product operations following the Mergers, partially offset by completing the amortization of certain intangible assets from prior acquisitions during 2021.

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Amortization expense for the year ended December 31, 2020 was $98.2 million, as compared to $88.1 million for the year ended December 31, 2019, an increase of $10.1 million. The increase was primarily attributable to $17.7 million amortization of intangible assets recorded in connection with the Mergers in June 2020, partially offset by $7.6 million certain intangible assets becoming fully amortized during 2020.

As a result of the Mergers, we anticipate that amortization expenses will continue to be a significant expense since we acquired approximately $266.3 million of intangible assets which will be amortized over the next several years. The estimated annual amortization expense is approximately $30.4 million. See “Note 10—Goodwill and Identified Intangible Assets” of our combined financial statements incorporated by reference into this information statement for additional information.

Stock-based Compensation Expense

The following table sets forth our stock-based compensation expense (in thousands) for the periods presented:

	Years Ended December 31,
	2021		2020		2019
Cost of revenue	$	1,972	$	585	$	—
Research and development		17,914		11,383		11,572
Selling, general and administrative		13,623		7,215		5,739
Total stock-based compensation expense	$	33,509	$	19,183	$	17,311

Stock-based compensation awards include restricted stock awards and units, employee stock plan purchases and employee stock options. The increase in stock-based compensation for the year ended December 31, 2021, compared to the prior year, was primarily a result of including a full year of TiVo related expense. The increase in stock-based compensation for the year ended December 31, 2020, compared to the prior year, was primarily a result of including incremental expense from assumed Pre-Merger TiVo stock awards and expenses from new, post-merger grants to Pre-Merger TiVo employees in 2020 as well as increases in restricted stock awards and units as a result of the Mergers.

Provision for (Benefit from) Income Taxes

For the year ended December 31, 2021, we recorded an income tax expense of $18.8 million on a pretax loss of $160.2 million, which resulted in an effective tax rate of (11.8)%. The income tax expense of $18.8 million was primarily related to foreign withholding taxes of $9.5 million and foreign income tax expense of $7.9 million. Foreign income tax expense of $7.9 million was primarily due to an increase in valuation allowance of $7.1 million on the deferred tax assets of the UK subsidiary and a $1.4 million tax on a one-time foreign dividend distribution.

Past volatility in the relationship between foreign pre-tax income or loss and foreign effective tax rates is primarily due the establishment of a valuation allowance against the deferred tax assets of the UK subsidiary in year ended December 31, 2021. The establishment of the valuation allowance was recorded to income tax expense in a loss year for this entity, and valuation allowance caused us to forgo recording a tax benefit for 2021 pre-tax losses. We will continue to evaluate the need for a valuation allowance for this entity, and subsequent changes in our assessment could result in a similar level of volatility.

For the year ended December 31, 2020, we recorded an income tax benefit of $9.7 million on a pretax loss of $151.0 million, which resulted in an effective tax rate of 6.4%. The income tax benefit of $9.7 million was primarily related to a net $16.9 million decrease in valuation allowance, partially offset by $7.6 million in foreign withholding taxes. The $16.9 million decrease in valuation allowance was the result of Mergers, which made available new sources of income for the realization of deferred tax assets in the U.S. The $7.6 million in foreign withholding taxes represents taxes withheld by our customers based on foreign sales.

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For the year ended December 31, 2019, we recorded an income tax benefit of $6.1 million on a pretax loss of $88.4 million, which resulted in an effective tax rate of 6.9%. The income tax benefit of $6.1 million was primarily related to deferred tax benefits from current year losses in the U.S. and Ireland of $6.9 million and $2.5 million, respectively. This was partially offset by $2.9 million in foreign withholding taxes withheld by our customers based on foreign sales.

At December 31, 2020, our 2016 through 2019 tax years were generally open and subject to potential examination in one or more jurisdictions. Our earlier tax years are also open in certain jurisdictions which are currently subject to examination. In addition, in the U.S., any net operating losses or credits that were generated in prior years but not yet fully utilized in a year that is closed under the statute of limitations may also be subject to examination.

The need for a valuation allowance requires an assessment of both positive and negative evidence when determining whether it is more-likely-than-not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction-by-jurisdiction basis. In making such assessment, significant weight is given to evidence that can be objectively verified. After considering both positive and negative evidence to assess the recoverability of our net deferred tax assets, we determined that it was unlikely that we would realize our federal, certain state and certain foreign deferred tax assets given the substantial amount of tax attributes that will remain unutilized to offset reversing deferred tax liabilities as of December 31, 2020. We intend to continue maintaining a full valuation allowance on our federal deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. Release of the valuation allowance would result in the recognition of certain federal deferred tax assets and a decrease to income tax expense for the period the release is recorded. The exact timing and amount of the valuation allowance release depends on the level of profitability that we are able to achieve.

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Management Discussion of Results of Operations of TiVo Product for the Year Ended December 31, 2019, Filed as Exhibit 99.3

The following section discusses the combined results of operations for TiVo Product for the year ended December 31, 2019. This discussion is presented to provide visibility into the financial results of TiVo Product in the period prior to the Mergers. See the combined financial statements of TiVo Product included in Exhibit 99.3 to the Form 10 and incorporated by reference herein.

The following table sets forth the combined results of operations (in thousands) of TiVo Product for the period presented:

	Year Ended December 31,
	2019
Revenues, net:
Services and software	$	342,113
Hardware		8,868
Total Revenues, net		350,981
Costs and expenses:
Cost of services and software revenues, excluding depreciation and amortization of intangible assets		95,355
Cost of hardware revenues, excluding depreciation and amortization of intangible assets		15,268
Research and development		148,422
Selling, general and administrative		118,139
Depreciation		20,452
Amortization of intangible assets		42,008
Restructuring and asset impairment charges		7,282
Goodwill impairment		58,853
Total costs and expenses		505,779
Operating loss		(154,798	)
Other income, net		3,831
Loss before income taxes		(150,967	)
Income tax expense		9,056
Net loss	$	(160,023	)

Total Revenues, Net

The following table sets forth total revenues, net, by product offering (in thousands) of TiVo Product for the period presented:

	Year Ended December 31,
	2019
Platform Solutions	$	267,441
Services and Software		80,443
Other		3,097
Total Revenues, net	$	350,981

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For the year ended December 31, 2019, TiVo Product’s Platform Solutions revenue experienced a significant decline due primarily to a decrease of $34.5 million in revenue from an international cable operator that exercised a contractual option in 2018 to purchase a fully paid license to its then-current version of the TiVo software and additional engineering services. In addition, consumer subscriber erosion continued into 2019 which resulted in a $14.3 million downward trend in revenue consistent with the trend from prior years.

These revenue declines were partially offset by a $10.7 million revenue increase for the year ended December 31, 2019 from an international software customer exceeding its cumulative contractual minimums in 2019.

Cost of Services and Software Revenues, Excluding Depreciation and Amortization of Intangible Assets

Cost of services and software revenues, excluding depreciation and amortization of intangible assets, consists primarily of employee-related costs and an allocation of overhead and facilities costs, as well as service center and other expenses related to providing the TiVo service and TiVo Product’s metadata offering. These costs totaled 27.9% of service and software revenue.

For the year ended December 31, 2019, cost of services and software revenues, excluding depreciation and amortization of intangible assets were favorably impacted by TiVo Product’s transformation and restructuring activities, including a $2.8 million decrease in compensation costs, a $1.7 million decrease in non-recurring engineering costs, a $1.4 million reduction in royalty fees, a $1.2 million decrease in facilities and information technology costs and a $1.2 million decrease in costs to acquire data from third parties to support TiVo Product’s metadata operations.

Cost of Hardware Revenues, Excluding Depreciation and Amortization of Intangible Assets

Cost of hardware revenues, excluding depreciation and amortization of intangible assets includes all product- related costs associated with TiVo-enabled devices, including manufacturing costs, employee-related costs, warranty costs and order fulfillment costs, as well as certain licensing costs and an allocation of overhead and facilities costs. Hardware is sold by TiVo Product primarily as a means to generate revenue from the TiVo service. As a result, generating positive gross margins from hardware sales is not the primary goal of TiVo Product’s hardware operations.

For the year ended December 31, 2019, Cost of hardware revenues, excluding depreciation and amortization of intangible assets reflects benefits from TiVo Product’s transformation and restructuring activities, which were partially offset by a $2.4 million inventory impairment charge during the year ended December 31, 2019 due to a reduced forecast for sales of refurbished units.

Research and Development

Research and development expenses are comprised primarily of employee-related costs, consulting costs and an allocation of overhead and facilities costs.

For the year ended December 31, 2019, research and development expenses of $148.4 million reflected decreases of 16% compared to the prior year, primarily due to a $21.0 million decrease in compensation costs and a $6.0 million decrease in consulting costs as a result of benefits from Pre-Merger TiVo’s transformation and restructuring activities.

Selling, General and Administrative

Selling expenses are comprised primarily of employee-related costs, including travel costs, advertising costs and an allocation of overhead and facilities costs. General and administrative expenses are comprised primarily of employee-related costs, including travel costs, corporate accounting, consulting, legal and tax fees and an allocation of overhead and facilities costs.

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For the year ended December 31, 2019, selling, general and administrative expenses of $118.1 million included the benefit of Pre-Merger TiVo transformation and restructuring activities of $9.0 million.

Depreciation and Amortization of Intangible Assets

Depreciation and amortization of intangible assets totaled $62.5 million during the year ended December 31, 2019. Certain property and equipment and intangible assets reached the end of their economic life during 2019.

Restructuring and Asset Impairment Charges

Restructuring and asset impairment charges of $7.3 million during the year ended December 31, 2019 related to several cost-saving and transformation actions that Pre-Merger TiVo put in place in 2018 and 2019.

Goodwill Impairment

Following the Pre-Merger TiVo’s announcement of the planned merger with Xperi Corporation in December 2019, management concluded sufficient indicators of potential impairment were identified and that it was more- likely-than-not that goodwill was impaired and that quantitative interim goodwill impairment tests should be performed as of December 31, 2019. Although the long-range forecasts did not materially change from those used in performing the quantitative interim goodwill impairment test as of September 30, 2019, the fair value decreased. The decrease in fair value was primarily due to the elimination of an assumed control premium from the fair value estimate following execution of the Merger Agreement with Xperi Corporation. Based on this decline in fair value, a goodwill impairment charge of $25.2 million was recognized during the three months ended December 31, 2019.

During September 2019, sufficient indicators of potential impairment were identified that management concluded it was more-likely-than-not that goodwill was impaired and a quantitative interim goodwill impairment test should be performed as of September 30, 2019. Indicators of potential impairment included a significant and sustained decline in the trading price of TiVo Corporation’s common stock, as well as lower- than-previously forecast revenue and profitability levels and downward revisions to management’s short- and long-term forecasts. The forecast revisions were identified as part of TiVo Corporation’s 2020 budgeting process and reflect lower expectations for its Platform Solutions products, including changes in both the market and business models internationally. The changes in such expectations related to revenue growth rates, current market trends, business mix, cost structure and other expectations about the anticipated short- and long-term operating results. As a result of the quantitative interim goodwill impairment test performed as of September 30, 2019, a Goodwill impairment charge of $33.7 million was recognized.

For further details about the goodwill impairment charge, see Note 5 of our combined financial statements incorporated by reference into this information statement.

Other Income, Net

Other income, net was $3.8 million during the year ended December 31, 2019 primarily due to a $2.0 million gain on sale of a strategic investment, $0.9 million of favorable movements in foreign currency exchange rates, and $0.9 million of income from an equity method investment.

Income Tax Expense

TiVo Product recorded an income tax expense for the year ended December 31, 2019 of $9.1 million, which primarily consisted of $9.4 million of foreign withholding tax and $1.9 million of foreign income tax, which was partially offset by a $1.6 million benefit from the goodwill impairment charge recognized during the year ended December 31, 2019.

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Management Discussion of Results of Operations of TiVo Product for the Three Months Ended March 31, 2020 and March 31, 2019, filed as Exhibit 99.4

The following section discusses the condensed combined results of operations for TiVo Product for the three months ended March 31, 2020 and 2019. This discussion is presented to provide visibility into the financial results of TiVo Product in the periods prior to the Mergers. See the combined financial statements of TiVo Product included in Exhibit 99.4 to the Form 10, which is incorporated by reference herein.

The following table sets forth the combined results of operations (in thousands) of Tivo Product for the periods presented:

	Three Months Ended March 31,
	2020			2019
Revenues, net:
Services and software	$	83, 853		$	89,229
Hardware		2,623			2,074
Total Revenues, net		86,476			91,303
Costs and expenses:
Cost of services and software revenues, excluding depreciation and amortization of intangible assets		23,003			26,812
Cost of hardware revenues, excluding depreciation and amortization of intangible assets		5,022			3,870
Research and development		33,744			41,381
Selling, general and administrative		22,520			31,601
Depreciation		4,779			5,124
Amortization of intangible assets		10,351			10,639
Restructuring and asset impairment charges		691			1,803
Goodwill impairment		81,428			—
Total costs and expenses		181,538			121,230
Operating loss		(95,062	)		(29,927	)
Other income, net		39			714
Loss before income taxes		(95,023	)		(29,013	)
Income tax expense		(250	)		2,144
Net loss	$	(94,773	)	$	(31,357	)

Total Revenues, Net

The following table sets forth total revenues, net, by product offering (in thousands, except for percentages) of TiVo Product for the periods presented:

	Three Months Ended March 31,
	2020		2019		Change $			Change%
Platform Solutions	$	64,535	$	71,037	$	(6,502	)		(9	)%
Services and Software		21,636		19,902		1,734			9	%
Other		305		364		(59	)		(16	)%
Total Revenues, net	$	86,476	$	91,303	$	(4,827	)		(5	)%

Platform solutions revenue decreased $6.5 million for the three months ended March 31, 2020 as compared to the three months ended March 31, 2019, primarily due to $6.7 million of revenue from a perpetual Passport license agreement with an international multiple system operator customer in the three months ended March 31, 2019.

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Services and Software revenue increased $1.7 million for the three months ended March 31, 2020 as compared to the three months ended March 31, 2019, primarily due to a $2.9 million increase in TV viewership data revenue, which was partially offset by a $0.9 million decline in metadata revenue.

Cost of Services and Software Revenue, Excluding Depreciation and Amortization of Intangible Assets

Cost of services and software revenue, excluding depreciation and amortization of intangible assets, consists primarily of employee-related costs and an allocation of overhead and facilities costs, as well as service center and other expenses related to providing the TiVo service and our metadata offering.

Cost of services and software revenue, excluding depreciation and amortization of intangible assets decreased 16% for the three months ended March 31, 2020 as compared to the three months ended March 31, 2019, primarily due to a $1.2 million decrease in compensation costs from a decrease in overall headcount and a $1.4 million decrease in total costs of revenue as a result of cost saving initiatives.

Cost of Hardware Revenue, Excluding Depreciation and Amortization of Intangible Assets

Cost of hardware revenue, excluding depreciation and amortization of intangible assets includes all product- related costs associated with TiVo-enabled devices, including manufacturing costs, employee-related costs, warranty costs and order fulfillment costs, as well as certain licensing costs and an allocation of overhead and facilities costs. Hardware is sold by us primarily as a means to generate revenue from the TiVo service. As a result, generating positive gross margins from hardware sales is not the primary goal of our hardware operations.

Cost of hardware revenue, excluding depreciation and amortization of intangible assets increased by $1.2 million for the three months ended March 31, 2020, as compared to the three months ended March 31, 2019, primarily due to the charge from a non-cancellable purchase commitment.

Research and Development

R&D expenses are comprised primarily of employee-related costs, consulting costs and an allocation of overhead and facilities costs.

R&D expenses decreased 18% for the three months ended March 31, 2020 as compared to the three months ended March 31, 2019, primarily due to benefits from our transformation and restructuring activities, including a $5.2 million decrease in compensation costs, a $1.9 million decrease in facility and information technology costs and a $1.2 million decrease in consulting costs.

Selling, General and Administrative

Selling expenses are comprised primarily of employee-related costs, including travel costs, advertising costs and an allocation of overhead and facilities costs. General and administrative expenses are comprised primarily of employee-related costs, including travel costs, corporate accounting, consulting, legal and tax fees and an allocation of overhead and facilities costs.

Selling, general and administrative expenses decreased 29% during the three months ended March 31, 2020 as compared to the three months ended March 31, 2019, primarily due to a $6.5 million decrease in compensation costs as a result of reducing our footprint in worldwide sales particularly within the European and Latin American regions, as well as a decrease in personnel and stock-based compensation expenses due to a reduction in headcount. The decrease is also attributable to a $1.3 million decrease in facilities costs as a result of our ongoing cost reduction efforts and an increase in sublease rentals which are recorded as an offset to the facilities expense. These decreases were partially offset by a $2 million increase in finance costs, primarily as a result of transaction, transition and integration costs associated with the Mergers in the three months ended March 31, 2020.

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Depreciation and Amortization of Intangible Assets

The decrease in depreciation and amortization of intangible assets during the three months ended March 31, 2020 as compared to the three months ended March 31, 2019 was due to certain property and equipment and intangible assets reaching the end of their economic life.

Restructuring and Asset Impairment Charges

The decrease in restructuring charges during the three months ended March 31, 2020 as compared to the three months ended March 31, 2019 related to several cost-saving and transformation actions that Pre-Merger TiVo put in place in 2018 and 2019.

Goodwill Impairment

Due to significant and sustained decline in the trading price of Pre-Merger TiVo’s common stock during the three months ended March 31, 2020, Pre-Merger TiVo’s management concluded sufficient indicators of potential impairment were identified and that it was more likely-than-not that goodwill was impaired and that a quantitative impairment test should be performed as of March 31, 2020. Although the long-range forecasts did not materially change from those used in performing the quantitative impairment test as of December 31, 2019, the fair value decreased due to the significant and sustained decline in the trading price of Pre-Merger TiVo’s common stock. Based on this decline in fair value, a Goodwill impairment charge of $81.4 million was recognized during the three months ended March 31, 2020.

Other Income, Net

Other income, net decreased $0.7 million during the three months ended March 31, 2020 as compared to the three months ended March 31, 2019, primarily due to the reversal of $0.6 million of accrued interest associated with escheatment liabilities recognized in the three months ended March 31, 2019.

Income Tax Expense (Benefit)

TiVo Product recorded an income tax benefit for the three months ended March 31, 2020 of $0.3 million, which primarily consists of a $1.7 million benefit from the goodwill impairment charge recognized during the three months ended March 31, 2020, which was partially offset by $1.3 million of foreign withholding tax.

TiVo Product recorded an income tax expense for the three months ended March 31, 2019 of $2.1 million, which primarily consists of $1.4 million of foreign withholding tax and $0.7 million of foreign income tax.

Segment Operating Results

In connection with the planned separation, we evaluated our reportable segments and determined we have one reportable segment. Operating segments are defined as components of an enterprise for which separate financial information is available and that is evaluated on a regular basis by the chief operating decision-maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The CODM reviews financial information presented on a combined basis for purposes of making operating decisions, allocating resources and evaluating financial performance. We concluded that we have one reportable segment. Our Chief Executive Officer has been determined to be the CODM in accordance with the authoritative guidance on segment reporting.

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Liquidity and Capital Resources

The following table presents selected financial information related to our liquidity and significant sources and uses of cash and cash equivalents as of and for the six months ended June 30, 2022 and 2021:

	As of June 30,
	2022			2021
(in thousands, except for percentages)
Cash and cash equivalents	$	133,257		$	90,928
Current ratio		2.6			2.1
	Six Months Ended June 30,
	2022			2021
(in thousands)
Net cash from operating activities	$	(22,254	)	$	(20,797	)
Net cash from investing activities	$	(7,223	)	$	(25,640	)
Net cash from financing activities	$	44,131		$	46,064

The following table presents selected financial information related to our liquidity and significant sources and uses of cash and cash equivalents as of and for the years ended December 31, 2021, 2020 and 2019:

	As of December 31,
	2021		2020		2019
(in thousands, except for percentages)
Cash and cash equivalents	$	120,695	$	85,624	$	47,264
Short-term investments		—		—		1,123
Total cash, cash equivalents and short-term investments	$	120,695	$	85,624	$	48,387
Current ratio		2.3		1.8		4.0

	Years Ended December 31,
	2021			2020			2019
(in thousands)
Net cash from operating activities	$	(23,453	)	$	(23,777	)	$	24,708
Net cash from investing activities	$	(21,480	)	$	26,522		$	(4,600	)
Net cash from financing activities	$	83,330		$	34,244		$	(17,070	)

Our primary sources of liquidity and capital resources are our cash on hand and cash provided by Parent. Cash, cash equivalents and short-term investments were $133.3 million at June 30, 2022, an increase of $42.3 million from $91.0 million at June 30, 2021. This increase resulted primarily from net transfers from Parent, partially offset by cash used in operating activities and cash used for property plant and equipment additions. Cash, cash equivalents and short-term investments were $120.7 million at December 31, 2021, an increase of $35.1 million from $85.6 million at December 31, 2020. This increase resulted primarily from $83.3 million in cash generated from financing activities. Cash, cash equivalents and short-term investments were $85.6 million at December 31, 2020, an increase of $37.2 million from $48.4 million at December 31, 2019. This increase resulted primarily from $26.5 million in cash generated from investing activities and $34.2 million in cash generated from financing activities, offset by $23.8 million used by operating activities.

Our material cash requirements include the following contractual and other obligations.

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Leases

We have lease arrangements for office and research facilities, data centers and office equipment. As of June 30, 2022, fixed lease payment obligations amounted to $57.0 million, with $16.8 million payable within 12 months. As of December 31, 2021, fixed lease payment obligations amounted to $71.4 million, with $17.6 million payable within 12 months. See “Note 8 – Leases” of our combined financial statements for additional information on lease obligations and maturities.

Inventory Purchase Commitments

We use contract manufacturers to provide manufacturing services for our products. As of June 30, 2022, we had total purchase commitments for inventory of $5.5 million, all of which were payable within 12 months. As of December 31, 2021, we had total purchase commitments for inventory of $15.4 million, all of which were payable within 12 months.

Other Purchase Obligations

Our other purchase obligations primarily consist of noncancelable obligations related to advertising, engineering services and internet and telecommunications services. As of June 30, 2022, we had purchase obligations of $114.5 million, with approximately $34.0 million payable within 12 months. See “Note 12 – Commitments and Contingencies” of our combined financial statements as of and for the three and six months ended June 30, 2022 and 2021 for additional detail. As of December 31, 2021, we had purchase obligations of $122.7 million, with $33.4 million payable within 12 months. These purchase obligations represent commitments under enforceable and legally binding agreements, and do not represent the entire anticipated purchases in the future. See “Note 14 – Commitments and Contingencies” of our combined financial statements as of and for the years ended December 31, 2021, 2020 and 2019 for additional detail.

Income Tax Payable

As of June 30, 2022, we had accrued $0.5 million of unrecognized tax benefits in long-term income taxes payable related to uncertain tax positions, which included zero accrued interest and penalties. As of December 31, 2021, we had accrued $0.5 million of unrecognized tax benefits in long-term income taxes payable related to uncertain tax positions, which included zero accrued interest and penalties. At this time, we are unable to reasonably estimate the timing of the long-term payments or the amount by which the liability will increase or decrease over time.

Cash Flows

Cash Flows From Operating Activities

Net cash used by operations was $22.3 million for the six months ended June 30, 2022, primarily due to our net loss of $61.5 million and $21.2 million in changes in operating assets and liabilities, partially offset by non-cash items of depreciation of $10.7 million, amortization of intangible assets of $29.6 million, stock-based compensation expense of $19.2 million and an increase in deferred income taxes of $1.0 million.

Net cash used by operations was $20.8 million for the six months ended June 30, 2021, primarily due to our net loss of $79.0 million, $24.8 million in changes in operating assets and deferred income taxes of $0.1 million, partially offset by non-cash items of depreciation of $10.6 million, amortization of intangible assets of $55.4 million, and stock-based compensation expense of $16.2 million.

Net cash used by operations was $23.5 million for the year ended December 31, 2021, primarily due to our net loss of $179.1 million, $10.9 million in changes in operating assets and liabilities, and provision for credit losses of $1.0 million, partially offset by a reduction in deferred income taxes of $6.9 million and non-cash items of depreciation of $22.6 million, amortization of intangible assets of $105.3 million, and stock-based compensation

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expense of $33.5 million. The net loss included $1.4 million of merger-related expenses charged to us and $6.5 million of severance and retention expenses incurred in 2021 which were primarily merger related.

Net cash used by operations was $23.8 million for the year ended December 31, 2020, primarily due to our net loss of $141.3 million, $5.7 million in changes in operating assets and liabilities and a reduction in deferred income taxes of $20.1 million, partially offset by non-cash items of depreciation of $16.7 million, amortization of intangible assets of $98.2 million, stock-based compensation expense of $19.2 million and provision of credit losses of $6.0 million. The net loss included $8.9 million of merger-related expenses charged to us and $10.6 million of severance and retention expenses incurred in 2020 which were primarily merger related.

Net cash provided by operations was $24.7 million for the year ended December 31, 2019, primarily due to our net loss of $82.4 million, non-cash items of depreciation of $5.7 million, amortization of intangible assets of $88.1 million and stock-based compensation expense of $17.3 million, plus $10.2 million in changes in operating assets and liabilities. These increases were partially offset by a reduction of $14.0 million in deferred income taxes.

Cash Flows From Investing Activities

Net cash used in investing activities was $7.2 million for the six months ended June 30, 2022, primarily related to net cash paid for capital expenditures of $7.2 million. Net cash used in investing activities was $25.6 million for the six months ended June 30, 2021, primarily related to net cash paid for capital expenditures of $13.1 million and $12.4 million of cash used for the MobiTV Acquisition.

Net cash used in investing activities was $21.5 million for the year ended December 31, 2021, primarily related to net cash paid of $12.4 million for the MobiTV Acquisition, capital expenditures of $8.9 million and purchases of intangible assets $0.2 million.

Net cash provided by investing activities was $26.5 million for the year ended December 31, 2020, primarily related to net cash acquired in the Mergers of $33.1 million and maturities and sales of securities of $0.4 million, partially offset by purchases of intangible assets of $0.4 million and capital expenditures of $6.6 million.

Net cash used in investing activities was $4.6 million for the year ended December 31, 2019, primarily related to $6.9 million in capital expenditures, partially offset by maturities and sales of securities of $2.3 million.

Cash Flows From Financing Activities

Net cash provided by financing activities was $44.1 million for the six months ended June 30, 2022, and $46.1 million for the six months ended June 30, 2021, in each case principally due to net transfers from Parent.

Net cash provided by financing activities was $83.3 million for the year ended December 31, 2021 and $34.2 million for the year ended December 31, 2020, in each case principally due to net transfers from parent.

Net cash used in financing activities was $17.1 million for the year ended December 31, 2019 due to net transfers to Parent of $15.9 million and contingent consideration payments of $1.2 million.

Following the separation from Xperi Holding Corporation, our capital structure and sources of liquidity will change significantly from our historical capital structure and sources of liquidity. Subsequent to the separation, we will no longer participate in cash management and funding arrangements managed by Parent. Xperi Holding Corporation intends to capitalize us such that Xperi Inc. will carry an estimated amount of cash and cash equivalents of approximately $200.0 million at the distribution date.

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This cash and cash equivalents balance will be sufficient to support our operations, capital expenditures and income tax payments, in addition to any investments and other capital allocation needs, for at least the next 12 months.

Poor financial results, unanticipated expenses, unanticipated acquisitions of technologies or businesses or unanticipated strategic investments could give rise to additional financing requirements sooner than we expect. There can be no assurance that equity or debt financing will be available when needed or, if available, that such equity financing will be on terms satisfactory to us and not dilutive to our then-current stockholders or that debt financing will not impose significant restrictions on the operation of our business.

We plan to supplement this short-term liquidity, if necessary, with access to capital markets. Our access to capital markets may be constrained and our cost of borrowing may increase under certain business, market and Our liquidity is subject to various risks including the risks identified in “Risk Factors” included elsewhere in this information statement

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations are based upon our combined financial statements. These financial statements have been prepared in conformity with U.S. GAAP which requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty. We evaluate our estimates based on our historical experience and various other assumptions that are believed to be reasonable under the circumstances. These estimates relate to revenue recognition, the assessment of recoverability of goodwill and intangible assets, business combinations, recognition and measurement of deferred income tax assets and liabilities, the assessment of unrecognized tax benefits, and others. Actual results could differ from those estimates, and material effects on our operating results and financial position may result.

We believe the following accounting policies and estimates are most critical to the understanding of our combined financial statements. See “Note 2—Summary of Significant Accounting Policies” and “Note 4—Revenue” of our combined financial statements incorporated by reference into this information statement for a full description of our accounting policies.

Revenue Recognition

General

Revenue is recognized when control of the promised goods or services is transferred to a customer in an amount that reflects the consideration we expect to receive in exchange for those goods or services, which may include various combinations of goods and services which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of sales taxes collected from customers which are subsequently remitted to governmental authorities.

Some of our contracts with customers contain multiple performance obligations. For these contracts, the individual performance obligations are separately accounted for if they are distinct. In an arrangement with multiple performance obligations, the transaction price is allocated among the separate performance obligations on a relative stand-alone selling price basis. The determination of stand-alone selling price considers market conditions, the size and scope of the contract, customer and geographic information, and other factors. When observable prices are not available, stand-alone selling price for separate performance obligations is based on the cost-plus-margin approach, considering overall pricing objectives.

When variable consideration is in the form of a sales-based or usage-based royalty in exchange for a license of technology or when a license of technology is the predominant item to which the variable consideration relates,

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revenue is recognized at the later of when the subsequent sale or usage occurs or the performance obligation to which some or all of the sales-based or usage-based royalty has been allocated has been satisfied or partially satisfied.

Description of Revenue-Generating Activities

We derive the majority of our revenue from licensing our technology to customers. These arrangements are summarized below based on how the technology is delivered to customers: License arrangements and Technology Solutions arrangements. For License arrangements, the customer obtains rights to the technology delivered at the commencement of the agreement. For Technology Solutions arrangements, the customer receives access to a platform, media or data that includes frequent updates, where access to such updates is critical to the functionality of the technology. The timing of when performance obligations are satisfied, as well as the fee arrangements underlying each agreement, determine when revenue is recognized.

License Arrangements

We license our audio, digital radio and imaging technology to CE manufacturers, automotive manufacturers or their supply chain partners.

We generally recognize royalty revenue from licenses based on units shipped or manufactured. Revenue is recognized in the period in which the customer’s sales or production are estimated to have occurred. This may result in an adjustment to revenue when actual sales or production are subsequently reported by the customer, generally in the month or quarter following sales or production. Estimating customers’ quarterly royalties prior to receiving the royalty reports requires us to make significant assumptions and judgments related to forecasted trends and growth rates used to estimate quantities shipped or manufactured by customers, which could have a material impact on the amount of revenue we report on a quarterly basis.

Certain customers enter into fixed fee or minimum guarantee agreements, whereby customers pay a fixed fee for the right to incorporate our technology in the customer’s products over the license term. In arrangements with a minimum guarantee, the fixed fee component corresponds to a minimum number of units or dollars that the customer must produce or pay, with additional per-unit fees for any units or dollars exceeding the minimum. We generally recognize the full fixed fee as revenue at the beginning of the license term when the customer has the right to use the technology and begins to benefit from the license, net of the effect of any significant financing components calculated using customer-specific, risk-adjusted lending rates, with the related interest income being recognized over time on an effective rate basis. For minimum guarantee agreements where the customer exceeds the minimum, we recognize revenue relating to any additional per-unit fees in the periods we believe the customer will exceed the minimum and adjust the revenue based on actual usage once that is reported by the customer.

Technology Solutions Arrangements

For Technology Solutions, we provide on-going media or data delivery, hosting and access to its platform, and software updates. For these solutions, we generally receive fees on a per-subscriber per-month basis or as a fixed fee, and revenue is recognized during the month in which the solutions are provided to the customer. For most of the Technology Solutions offerings, substantially all functionality is obtained through our continuous hosting and/or updating of the data and content. In these instances, we typically have a single performance obligation related to these ongoing activities in the underlying arrangement. For those arrangements that include multiple performance obligations, we allocate the consideration as described above and recognize revenue for each distinct performance obligation when control of the promised goods or services is transferred to the customer.

We also generate revenue from NRE services, advertising, and hardware products, each of which was less than 5% of total revenue for all periods presented.

Our Management evaluates the estimates, inputs and assumptions related to revenue recognition on an ongoing basis. The use of different estimates, inputs or assumptions may materially affect the reported amounts of assets and liabilities as of the date of the financial statements and the results of operations for the reporting period.

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Business combinations

The fair value valuation of assets acquired and liabilities assumed in a business combination under ASC 805 requires management to make significant estimates and assumptions. Critical estimates in determining the fair value of certain intangible assets include, but are not limited to: future expected cash flows from customer contracts, customer lists, and acquired developed technologies and patents; competitive trends and market comparables; brand awareness and market position, as well as assumptions about the period of time the brand will continue to be used in our product portfolio; and discount rates. For additional information, see “Note 9 – Business Combinations” of the notes to our combined financial statements incorporated by reference into this information statement.

Valuation of goodwill and intangible assets

We make judgments about the recoverability of intangible assets whenever events or changes in circumstances indicate that impairment may exist. If such facts and circumstances exist, we assess recoverability by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, we accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life. Such changes could result in impairment charges or higher amortization expense in future periods, which could have a significant impact on our operating results and financial condition.

We perform an annual review of the valuation of goodwill in the fourth quarter, or more often if indicators of impairment exist. Triggering events for impairment reviews may be indicators such as adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in our market capitalization. Evaluations of possible impairment and, if applicable, adjustments to carrying values require us to estimate, among other factors, future cash flows, useful lives, and fair market values of our assets. When we conduct our evaluation of goodwill, the fair value of goodwill is assessed using valuation techniques that require significant management estimates and judgment. Should conditions be different from management’s last assessment, significant impairments of goodwill may be required, which would adversely affect our operating results.

As part of the annual goodwill impairment test, we elected to proceed with a quantitative goodwill impairment test as of October 1, 2021. Based on the quantitative assessment, we concluded that the fair value of the product business reporting unit exceeded its carrying amount and there have been no significant events or circumstances affecting the valuation of goodwill subsequent to the annual impairment test through December 31, 2021 with the fair value of the product business unit calculated as approximately 25% in excess of its carrying value. In performing the quantitative impairment test for goodwill, the fair value of the reporting unit is compared to its carrying amount. We determine the fair value of a reporting unit using weighted results derived from an income approach and market approaches. Under the income approach, the fair value of a reporting unit is estimated based on the present value of future cash flows and considers projected revenue growth rates, future operating margins, income tax rates and economic and market conditions, as well as risk-adjusted discount rates. Under the market approaches, the fair value of a reporting unit is estimated based on the market comparable method, which estimates the fair value based on revenue multiples from comparable companies in similar lines of business, and the market transaction method, which estimates the fair value of the reporting unit by utilizing comparable transactions and transaction multiples.

Identified finite-lived intangible assets consist of acquired patents, existing technology, customer relationships, trademarks and trade names, non-compete agreements resulting from business combinations, and acquired patents under asset purchase agreements. Our identified intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from one to 15 years. We make judgments about the recoverability of finite-lived intangible assets whenever facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, we assess recoverability by comparing the projected undiscounted net cash flows associated with the

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related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, we would accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life.

Identified indefinite-lived intangible assets include TiVo trademarks and tradenames resulting from business combinations. We evaluate the carrying value of indefinite-lived intangible assets on an annual basis, and an impairment charge would be recognized to the extent that the carrying amount of such assets exceeds their estimated fair value.

Income Taxes

Our operations have historically been included in the tax returns filed by the respective Parent entities of which our businesses are a part. Income tax expense and other income tax-related information contained in our combined financial statements incorporated by reference into this information statement are presented on a separate return basis as if we filed our own tax returns. The separate return method applies the accounting guidance for income taxes to our standalone financial statements as if it were a separate taxpayer and a standalone enterprise for the periods presented. Current income tax liabilities related to entities which file jointly with Parent are assumed to be immediately settled with Parent and are relieved through the Net Parent company investment and are presented in net transfers from and to Parent in the combined statements of cash flows.

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of assets and liabilities and their respective tax bases and operating loss and tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable to the years in which those temporary differences are expected to reverse.

A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized. The need for a valuation allowance requires an assessment of both positive and negative evidence when determining whether it is more-likely-than-not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction-by-jurisdiction basis. In making such assessment, significant weight is given to evidence that can be objectively verified. After considering both positive and negative evidence to assess the recoverability of our net deferred tax assets, we determined that it was unlikely that we would realize our federal, certain state and certain foreign deferred tax assets given the substantial amount of tax attributes that will remain unutilized to offset reversing deferred tax liabilities as of December 31, 2020. We intend to continue maintaining a full valuation allowance on our federal deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. Release of the valuation allowance would result in the recognition of certain federal deferred tax assets and a decrease to income tax expense for the period the release is recorded. The exact timing and amount of the valuation allowance release depends on the level of profitability that we are able to achieve.

From time to time, we engage in transactions in which the tax consequences may be subject to uncertainty. Significant judgment is required in assessing and estimating the tax consequences of these transactions. Accruals for unrecognized tax benefit liabilities, which represent the difference between a tax position taken or expected to be taken in a tax return and the benefit recognized for financial reporting purposes, are recorded when we believe it is not more-likely-than-not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Adjustments to unrecognized tax benefits are recognized when facts and circumstances change, such as the closing of a tax audit, notice of an assessment by a taxing authority or the refinement of an estimate. Income tax benefit includes the effects of adjustments to unrecognized tax benefits, as well as any related interest and penalties.

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Recent Accounting Pronouncements

See “Note 2 – Summary of Significant Accounting Policies” of our unaudited condensed combined financial statements incorporated by reference into this information statement for a full description of recent accounting pronouncements including the respective expected dates of adoption.

Quantitative and Qualitative Disclosures About Market Risk

The primary objectives of our investment activities are to preserve principal and maintain liquidity while at the same time capturing a market rate of return. To achieve these objectives, we maintain our portfolio of cash and cash equivalents with high quality financial institutions in the countries in which we do business. Our cash and cash equivalents and future investments are subject to risks including:

Investment Risk

We are not currently exposed to market risk because we hold no investments, however we expect to hold such investments after separation. We will be exposed to market risk as it relates to changes in the market value of our investments in addition to the liquidity and credit worthiness of the underlying issuers of our investments. Our investments are subject to fluctuations in fair value due to the volatility of the credit markets and prevailing interest rates for such securities.

Bank Liquidity Risk

As of June 30, 2022, we had approximately $133.3 million of cash in operating accounts that are held with both domestic and international financial institutions, the majority held with domestic financial institutions. These cash balances could be lost or become inaccessible if the underlying financial institutions fail or if they are unable to meet the liquidity requirements of their depositors and they are not supported by the government of the jurisdiction where such cash is held. We have not incurred any losses and have had full access to our operating accounts to date. We believe any failures of domestic and international financial institutions could impact our ability to fund our operations in the short term.

Exchange Rate Risk

Our international business is subject to risks, including, but not limited to, differing economic conditions, changes in political climate, differing tax structures, other regulations and restrictions, and foreign exchange rate volatility when compared to the U.S. dollar. Accordingly, our future results could be materially impacted by changes in these or other factors.

Due to our operations outside the U.S., we are subject to the risks of fluctuations in foreign currency exchange rates, particularly related to the Euro, Indian rupee and British pound. As a substantial majority of our non-U.S. revenue and expense transactions are denominated in U.S. dollars, fluctuations in foreign currency exchange rates could cause our products and services to become relatively more expensive to customers in a particular country, leading to a reduction in sales or profitability in that country. Some of our subsidiaries operate in their local currency, which mitigates a portion of the exposure related to fluctuations in foreign currency exchange rates.

We are also affected by exchange rate fluctuations as the financial statements of our foreign subsidiaries are translated into U.S. dollars in our combined financial statements. As exchange rates vary, these results, when translated, may vary from expectations and could adversely or positively impact overall profitability. During 2021, the impact of foreign exchange rate fluctuations related to translation of our foreign subsidiaries’ financial statements was immaterial to our combined financial statements.

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BUSINESS

We make the ordinary extraordinary. Our product business creates extraordinary experiences at home and on the go for millions of consumers around the world, elevating audio and video content and how audiences connect with it in a way that is more intelligent, immersive and personal. Powering smart devices, connected cars, entertainment experiences and more, we have created ecosystems that reach highly engaged consumers and uncover new business opportunities. We group our business into four categories based on the products delivered and customers served: Pay-TV, Consumer Electronics, Connected Car, and Media Platform.

Market Opportunity

Consumer preferences and behavior around media consumption is undergoing a significant transformation, driven by new platforms for content delivery, greater availability of diverse content, and an increase in time spent consuming video content. Video content delivery is rapidly shifting from linear broadcast to over-the-top (“OTT”) platforms, not just impacting how users consume content, but also the ad-based programming ecosystem. Our technologies sit on the forefront of this transformation, enhancing consumer experiences where consumers spend their time the most – in their homes and in their cars. Our technologies not only enhance user experiences, but also enable players across the entire ecosystem to participate in the evolving content delivery value chain.

• Shift to OTT and Streaming: OTT has rapidly become a mainstream content delivery mechanism through a wide variety of providers such as Netflix, Disney+ and YouTube. OTT media now accounts for 38% of weekly video viewing for adults ages 18+ and has a 95% penetration of broadband households in the U.S. Proliferation of OTT has created demand for a new generation of entertainment products that are centered on the OTT viewing experience. Consumers are increasingly looking for solutions that allow them to navigate across the fragmented and complex entertainment landscape of OTT content.

• The shift to OTT has not only impacted user needs for entertainment devices, but also disrupted the ad-based programming model that was centered on linear TV programming. While delivering ad-based programming to OTT audiences has presented new challenges, it has also created opportunities for advertisers to deliver customized, highly relevant, and targeted ad content to a critical, growing demographic. There is a new set of players that are looking for ways to monetize the ad-based ecosystem, including consumer electronics manufacturers, OEMs, and our other partners that have historically not participated in the OTT value chain. Thus, we believe there is a significant market opportunity for tools that enable OEMs to monetize their products through recurring revenue streams across the lifecycle of the device rather than just a one-time monetization opportunity at point-of-sale.

• Increasing Consumption of Video Content: Average weekly video viewing has increased 10%, from 40 hours per week in 2015 to 44 hours per week in 2020, driven by a number of factors, including increased availability of content catering to various consumer tastes and preferences, new platforms for consumption such as personal devices (e.g., mobiles and tablets), and recent disruption from the COVID-19 pandemic. Consumers are increasing their spend on entertainment devices that deliver superior experiences and simplify the consumption of content across multiple platforms and devices. Omdia S.A. estimates revenues from the shipment of these platforms and devices in North America alone (including TVs, Smartphones, Tablets and PCs, Streaming Media Players, connected Blu-Rays, and Video Game consoles) are expected to surpass $190 billion in 2023 and continue to grow by 3% year-over-year to 2025.

• Growth Connectivity in Cars and the Future of Semi-Autonomous and Autonomous Vehicles: As the automobile dashboard interface becomes more integral to the in-car experience, purchasing a car for its infotainment capabilities start to move up on the list of consideration for car buyers. A McKinsey survey reported that 37% of consumers state they’re eager to switch to cars with increased connectivity and nearly half of high-end auto consumers express an interest in exploring the digital capabilities of their new cars. The transformation of in-car media will happen in content format,

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consumption mode and the vehicle interface. Autonomous and semi-autonomous driving technologies have made significant progress over the last several years and passenger cars are widely expected to be fitted with autonomous driving features. As autonomous driving technologies become mainstream, cars will become a common place for media consumption. Over time consumers will place significant importance on the quality of media delivery and will expect the quality of media in the car to be comparable to media quality in their living rooms.

• Increasing Use of “Smart” Devices: Consumers have long relied on smartphones enabled with virtual assistants, talk-to-text, and other intelligent features, and increasingly want other home devices (as well as their automobiles) to be enabled with similar smart capabilities. “Smart” devices have created attractive opportunities to deliver personalized content discovery and highly differentiated experiences in the car, on par with consumers’ home media devices.

• New Use Cases for Edge AI Computing: AI and machine learning (“ML”) based technologies are finding new use cases in consumer devices and technologies at a rapid rate. Similar to consumer reliance on smart phones, consumers increasingly expect their smart speakers, virtual assistants, security cameras, and other devices to learn user behavior and adapt to it. However, consumer privacy and data protection are critical features that limit the ability to transfer personal data from the device to the cloud for computing, further limited by challenges such as low bandwidth and unreliable connectivity. AI/ML capabilities need to be built into consumer devices to fully leverage AI/ML capabilities and deliver the experience users expect. The shift toward edge-based device capabilities is creating a potentially massive opportunity for semiconductor components that are AI/ML capable, have low power requirements, and can be produced at reasonable cost.

Strategy

Our product segment focuses on creating extraordinary experiences at home and on the go for millions of consumers around the world, elevating content and how audiences connect with it, in a way that is more intelligent, immersive and personal:

• Pay-TV: We transform the traditional television user experience from linear MVPD with cloud-based DVR to an immersive, intuitive and hyper-personalized experience. Our iconic user experience enables consumers to navigate to the entertainment they love faster than ever. Content-first and AI-powered, it’s the one place for today’s amazing TV shows, movies, sports and more across live, recorded, on- demand and streaming TV. Brilliant imagery and relevant, personalized recommendations make the experience more enjoyable and engaging, everywhere people watch.

• Consumer Electronics: We create memorable entertainment experiences at every turn. With clear, bright visuals and heart-pounding, immersive sound, we’re everywhere people listen, watch and play – at the movies, throughout the home and on the most popular mobile devices and gaming platforms. Also, we are developing our machine-learning capabilities through our Perceive subsidiary which delivers datacenter-class accuracy and performance to edge-based devices at ultra-low power, performing tasks such as face recognition, and audio/video event detection.

• Connected Car: We transform the automotive experience by bringing high-quality multimedia and personalization to the connected car, just like at home. We immerse drivers in more of their favorite audio content, with crystal-clear, subscription-free digital radio. We give drivers confidence, as vehicles with our AI-powered in-cabin sensing solutions improve the safety, comfort and security of everyone in the car. With autonomous vehicles evolving consumer expectations, we are innovating to create the dashboard of the future, accommodating more types of entertainment, from video to gaming and more.

• Media Platform: We reach highly engaged consumers wherever they watch. We endeavor to connect advertisers and entertainment producers to audiences they can’t reach on other platforms, thanks to our content-first user experience that monetizes live and streaming TV across devices. Our unique footprint includes millions of traditional, linear TV households, where we deterministically capture viewership throughout the home, as well as anyone streaming from our ad-supported content network. With users

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searching less and watching more, networks and studios grow audiences, while consumer brands build incremental exposure to their campaigns over time.

The following table sets forth our revenue percentages by product categories for the three and six months ended June 30, 2022 and 2021:

	Three Months Ended June 30,
	2022			2021
Pay-TV		48	%		56	%
Consumer Electronics		31			19
Connected Car		17			19
Media Platform		4			6
Total revenue		100	%		100	%

	Six Months Ended June 30,
	2022			2021
Pay-TV		51	%		54	%
Consumer Electronics		28			22
Connected Car		17			19
Media Platform		4			5
Total revenue		100	%		100	%

The following table sets forth revenue percentages by product categories for the years ended December 31, 2021,

2020 and 2019:

	Years Ended December 31,
	2021			2020			2019
Pay-TV		54	%		44	%		0	%
Consumer Electronics		21			30			59
Connected Car		18			21			41
Media Platform		7			5			0
Total revenue		100	%		100	%		100	%

The revenue percentages by product category for the years ended December 31, 2021, 2020 and 2019 are not comparable due to the effects of the Mergers consummated during the year ended December 31, 2020.

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Pay TV

Our Pay-TV business delivers a range of UX solutions servicing Pay-TV operators on a world-wide basis with products that address the evolving user experience around TV content consumption, creating a truly unified media experience. Immersive, intuitive and hyper-personalized, our iconic user experience gets people to the entertainment they love faster than ever. Content-first and AI-powered, it’s the one place for today’s amazing TV shows, movies, sports and more across live, recorded, on-demand and streaming TV. Brilliant imagery and relevant, personalized recommendations make the experience more enjoyable and engaging. We integrate virtual channels of internet-delivered video directly into the consumer’s primary video consumption platform to provide universal search, discovery and consumption regardless of where the content originates. Our solutions make it easy for consumers to find, watch and enjoy content. The following are some of the key solutions we license to operators.

Electronic Program Guides

Electronic Program Guides is our interactive program guide offering that includes intuitive, easy-to-use TV listings navigation plus integrated VOD and DVR capabilities.

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Our UX Solutions:

• allow service providers to customize certain elements of the interactive program guide for their customers and to upgrade the programming features and services they offer;

• provide content producers with a platform for monetizing their content;

• allow viewers to build their own entertainment bundle to truly personalize their experience with current and future program information; and

• are compatible with service providers’ linear, network DVR, Start-Over/Catch-Up subscription management, PPV and VOD services.

We currently offer UX Solutions to service providers under the TiVo, iGuide and Passport brands in the U.S., Canada and Latin America. Service providers generally pay us a monthly per-subscriber fee to license our UX Solutions. We also offer UX Solutions to the consumer electronics industry under the G-GUIDE brand in Japan. Our UX Solutions may include advertising and we typically share a portion of the advertising revenue with the service provider. Such advertising revenue tied to our UX Solutions is included in the Media Platform category described below.

IPTV Solutions

The TiVo IPTV Service is our most advanced platform, offering a fully integrated, cloud-based solution that powers the TiVo client software which operates on set-top-boxes in consumer homes, as well as applications that operate on third-party software platforms, such as iOS, Android, and bring-your-own-device (BYOD) streaming devices that power tablets, smartphones and streaming devices. Our IPTV solution supports multiple services and applications, such as TV programming, broadband OTT video content, digital music, photos and other media experiences. The cloud-based service manages interaction with the clients, automatically connecting TiVo-enabled devices to provide program guide data, content recommendations, media promotion, advertising, broadband content and client software upgrades. We have enabled the TiVo client software to operate on set-top-boxes as well as Android TV^TM boxes and streamers from a variety of manufacturers, for deployment in MVPD networks. We also enable a full suite of cloud-based IPTV experiences, including internet protocol linear, VOD, start-over, catch-up and network DVR. We allow Pay-TV operators the flexibility to transition to IPTV while utilizing their current infrastructure to take advantage of internet video and OTT content. Our IPTV solution allows set-top-boxes to operate in multiple settings in the home. Over the past few years, the TiVo client software has undergone a significant restructuring of the source code. In addition to developing a new look and feel, our next generation IPTV service platform integrates all of our most advanced technologies and solutions, including advanced cross-platform conversational voice search, personalized recommendations, predictions and insights, rich video metadata, robust data collection and new back-office capabilities. These advanced technologies allow our hardware partners’ devices to connect with third-party consumer devices and services to enable both existing and future functionality.

TV as a Service IPTV Program

We also offer a Managed IPTV Service that is a customizable, cloud-enabled, end-to-end streaming video solution that enables operators to quickly launch a branded, fully compliant, full- featured Pay-TV service that leverages devices such as Apple TV, Android TV, and Amazon Fire TV.

Our Managed IPTV Service enables broadband operators, 5G network providers and cable operators to offer TV-as-a-service without having to invest in video head-end infrastructure or end-user set-top-boxes. Our TV as a Service IPTV solution includes a full cable programming lineup with local channels, DVR, recommendations, Dynamic Ad Insertion and more, all with the same ease as signing up for and using top streaming services.

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Video Metadata

Our metadata products are a critical component of delivering an interactive entertainment experience. We offer one of the industry’s most comprehensive metadata library covering television, sports, movies, digital-first, celebrities, books, and video games. We develop our metadata through a technology platform that combines machine learning techniques and platform-mediated work with our proprietary and patented knowledge graph technology. Our focus on quality, robustness and consistent international depth has made us a recognized leader in entertainment metadata services worldwide.

We offer several metadata and service offerings, including the following: schedules, listings, app content linking services, and advanced metadata such as moods, tones, themes and topics. Customers typically pay us a monthly or quarterly licensing fee for the rights to use the metadata, receive regular updates, and integrate metadata into their own service. We deliver metadata using real-time APIs and as bulk data files depending on customer requirements.

Personalized Content Discovery, Natural Language Voice and Insights

Personalized Content Discovery with conversation services provides our customers (including content owners and applications, CE device manufacturers, and application/service developers and providers) with a way to enable their customers (the device user) to quickly find, discover and access content across linear broadcast television, VOD, DVR, and OTT sources. The ongoing investment in our Personalized Content Discovery platform enables us to provide some of the most advanced capabilities in media personalization, prediction and voice search. The advanced algorithms of our technology understand the nature and relationship of content information and the context surrounding a user’s behavior to deliver an advanced personalized content discovery experience. Results can be generated through traditional text entry, voice interaction, or through our content recommendations. Our natural language voice solution, when combined with our advanced search and recommendations technology, enables a conversational interaction between a viewer and their content experience. Engagement behaviors are then analyzed and may be optimized through our Insight platform, thereby providing our customers with the ability to continuously engage and improve the consumer experience, with the ultimate goal of reducing churn.

Legacy TiVo DVR Subscriptions

We offer a direct-to-consumer retail TiVo subscription in North America. The TiVo Service Platform includes a modular front-end that allows the basic platform to be used by hardware manufacturers to build set-top-boxes that support digital and analog broadcast, cable, internet TV, OTT and VOD services. Consumers purchase TiVo DVRs and companion TiVo Mini whole-home devices for a user experience upgrade to the set-top-box experience provided by a standard cable service.

Our customers apply these technologies to Pay-TV, internet TV, and video services from virtual service providers, content producers, and CE manufacturers. Customers typically pay us a per-subscriber or per-device fee. Our search and recommendation solutions are widely deployed with many leading Pay-TV service providers including Charter Communications Inc. and Vodafone Group Plc.

UX Business Operations and Technical Support

Our UX business has the following technical support and certification operations to support our products:

• we provide training, technical support and integration services to Pay-TV service providers who license our products;

• we operate the internet-based services required for our service offerings, including data delivery, search, recommendation, advertising, device management and media recognition;

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• we provide broadcast delivery of television programming data and advertising to UXs on TVs and set-top-boxes in major European markets and in Japan. In North America, we deliver similar programming and advertising data via the internet;

• we support our customers with porting and engineering services to ensure our interactive program guides and DVRs operate properly; and

• we also provide customer care for UX and DVR customers to resolve data, advertising and consumer functional issues.

Consumer Electronics

Our Consumer Electronics business provides technology solutions delivered to our customers to enhance their entertainment experience in the home and on-the-go. Below are some of the key solutions we license:

Home and Mobile Audio Solutions

Our solutions consist of premier audio technology for high-definition entertainment experiences. Our DTS codec is designed to enable recording, delivery and playback of immersive high-definition audio and is incorporated by hundreds of customers around the world into an array of consumer electronics devices. We provide products and

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services to entertainment media ecosystem partners such as motion picture studios, game developers and other content creators to facilitate the inclusion of compelling, realistic DTS-encoded audio within their content. This in turn allows consumers to experience immersive and compelling audio wherever they choose to enjoy it. Home and mobile devices that incorporate DTS audio codec technology include TVs, PCs, smartphones, tablets, set top boxes, video game consoles, Blu-ray Disc players, audio/video receivers, soundbars, wireless speakers and home theater systems. We also offer DTS post-processing audio solutions designed to enhance the entertainment experience for users of consumer electronics devices, particularly those subject to the physical limitations of smaller speakers, such as TVs, PCs and mobile devices. In 2018, we launched the IMAX Enhanced program, which we manage and license to consumer electronics customers worldwide to deliver the ultimate home cinema experience with unique IMAX cinematic content that leverages the DTS:X audio format to deliver signature IMAX audio mixes. In addition, our DTS Play-Fi technology leverages our audio and technology expertise to enable a variety of high-quality audio playback options across wireless speakers, set-top-boxes, TVs and mobile devices.

The proliferation of connected devices that can support streaming and downloadable content has made our active participation within the digital ecosystem increasingly important, as the availability of DTS-encoded content helps drive consumer demand for electronics that support DTS technologies.

Our immersive audio solutions, such as DTS-HD and DTS:X, empower content creators and are supported by all major Hollywood studios, many cinema operators in the U.S. and Asia, and leading streaming service providers in the U.S., Europe and Asia. We have licensed our audio technologies and related trademarks to substantially all the major consumer electronics product manufacturers worldwide. These customers include Denso, Harman, Hisense, LG, Microsoft, Panasonic, Samsung, Sony, and others.

Traditionally, our audio technologies are delivered as software code on IC chips. We license a defined and limited set of rights to incorporate our technology onto IC chips, and the IC manufacturers deliver these chips to our customers, the consumer electronics product manufacturers. We also work closely with the world’s leading IC manufacturers to support our technologies on the new programmable architectures that enable our customers to deploy our technologies in their consumer electronic products. Our IC partners specialize in key vertical markets and work closely with us to enable our latest technologies for these programmable parts. Together, we license solutions to our consumer electronics manufacturers.

We have devoted significant time and resources to develop a broad range of solutions with key partners including Amlogic, Analog Devices, Cadence, Cirrus Logic, Mediatek, Mstar, NXP, Qualcomm, Realtek, Synaptics, Texas Instruments, and others.

Perceive

Our Perceive subsidiary delivers silicon and software solutions for edge inference, enabling the device to gather data in the field utilizing artificial intelligence and providing two differentiating factors: low power and high performance. Perceive’s Ergo chip and associated software deliver breakthrough innovation – delivering datacenter class accuracy and performance at ultra-low power, performing tasks such as face recognition, and audio/video event detection. These solutions are expected to have initial market applications in consumer security cameras and doorbells, laptops, PCs, advanced wearables and other battery powered consumer devices, made by industry leaders.

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Connected Car

We group our Connected Car business into three main categories based on the products delivered to our customers: HD Radio, Automotive Connected Media, and In-Cabin Monitoring Solutions.

HD Radio

HD Radio is the only digital terrestrial broadcast system approved by the FCC for AM/FM radio in the U.S., offering additional channels, crystal-clear sound and advanced data services with no subscription fees. HD Radio enables a high-quality in-vehicle radio experience with innovative features and digital capabilities such as real time traffic and weather updates.

HD Radio technology enables digital AM/FM broadcast radio, which we believe creates significant benefits to all participants in the radio broadcasting ecosystem. HD Radio is supported by more than 2,400 radio stations, including 98 of the top 100 most listened to stations in the U.S. Furthermore, we believe HD Radio provides compelling advantages to consumers over traditional radio as listeners enjoy upgraded audio quality, expanded content choices, content information (such as song and artist names) and new digital services.

Our HD Radio technology is incorporated into several of our automotive partners’ products, including vehicles from Acura, Audi, BMW, Ford, Honda, Hyundai, Tesla, and Toyota, among many others.

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DTS AutoStage

DTS AutoStage is our comprehensive automotive infotainment offering integrating industry- leading music and audio entertainment metadata, media search and discovery and our DTS premium audio solutions. DTS AutoStage is a global system that enables car makers to utilize a single platform to deliver an enhanced radio experience across different analog and digital broadcast systems deployed regionally. Using an internet protocol connection installed in a vehicle, DTS AutoStage delivers an innovative analog AM/FM and digital (DAB and HD Radio) experience by pairing broadcast programming with internet-protocol-delivered content. Daimler launched the first series of automobiles featuring the DTS AutoStage platform in September 2020.

DTS AutoSense In-Cabin Monitoring (“ICM”)

Built upon our legacy as a pioneer in computational imaging solutions, DTS AutoSense includes driver monitoring systems (“DMS”) and occupant monitoring systems (“OMS”) to enable a full suite of detection and analysis products for automakers. These technologies enable state-of-the-art attentiveness assessment and fatigue detection for the driver as well as in-cabin monitoring and customization options, based on occupant detection and analysis.

International agencies that publish automotive safety ratings are increasingly requiring in-cabin sensing solutions to award automakers high safety ratings. To meet these requirements, DTS AutoSense Occupancy Monitoring System is dedicated to saving the lives of vehicle passengers and drivers and to improving the in-cabin experience. DTS AutoSense is effective even if vehicle passengers/occupants are masked, and includes child seat detection, child presence detection, occupant detection, emotion detection, and passenger authentication. DTS AutoSense OMS uses a single camera and leverages our extensive experience with image processing for over 20 years and artificial intelligence. The solution’s advanced computer vision and machine learning techniques enable vehicles to sense, in real time, the presence of occupants and objects (for example, a laptop accidentally left in the vehicle). The technology can also enable personalization of infotainment recommendations, such as playlists, content, volume of music, choice of radio station options, in-cabin temperature adjustments or any setting that can be adapted to a user’s specific taste. Working together the OMS and DMS provide insights into activity inside the vehicle, including the driver, passengers, pets and objects. BMW launched the first automobiles with DTS AutoSense in 2021.

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Media Platform

Media Platform provides industry-leading technology that enables extraordinary experiences as consumers find, watch, and enjoy their favorite media entertainment on connected devices. We license proprietary streaming middleware solutions, and we connect advertisers and entertainment producers to audiences they can’t reach on other platforms due to our content-first user experience that monetizes live and streaming TV across devices. Our unique footprint includes millions of linear TV households, where we capture viewership throughout the home, as well as anyone streaming from our ad- supported content network. With users searching less and watching more, networks and studios grow audiences, while consumer brands build incremental exposure to their campaigns over time.

Media Platform includes the recently acquired Vewd Smart TV video app framework and core middleware solution, TiVo OS, our evolving proprietary media operating system, consumer devices that leverage the TiVo OS (TiVo Stream 4K), future potential consumer devices that leverage the TiVo OS (connected TVs and connected cars), and the monetization of TiVo OS.

The Vewd Smart TV video app framework and core middleware solution is licensed to leading Smart TV OEMs and serves as an integral part of TiVo OS. It provides OEMs flexibility in choice of SOC partners and ensures compliance with regional broadcast streaming standards when OEMs choose our TiVo OS solution. This provides cost advantages to customers and solves a key market entry barrier when addressing global streaming markets that have a fragmented regulatory standards environment. Vewd solutions have shipped on hundreds of millions of Smart TVs and other streaming devices.

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TiVo OS is monetized in several ways: through ad-supported video content displayed on TiVo OS client-connected devices; subscription video-on-demand, virtual multichannel video programming distributor (“vMVPD”) service bounties and revenue shares facilitated by TiVo OS client connected devices; on screen display advertisements on TiVo OS client connected devices; data licensing of anonymous behavior data sourced from TiVo OS client connected devices, off-platform ads leveraging TiVo OS client connected device data, and other opportunities on device clients that connect to and leverage TiVo OS.

Revenue in this category will be driven primarily by expanding the active footprint of client-connected devices utilizing the TiVo OS, increasing user engagement with media via the TiVo OS, and successfully executing monetization tactics.

Platform – TiVo OS

TiVo OS leverages the key technologies and services that enable consumers to easily find their favorite media entertainment across an increasingly fragmented content service provider landscape. TiVo OS is built upon over 25 years of experience in media technology development learnings, and services more than 20 million TiVo DVR service households.

TiVo OS enables ubiquitous footprint scale required by content service providers, advertisers, and other ecosystem partners; drives platform consumer engagement by leveraging proprietary content discovery, display, and delivery technologies; and serves as a control mechanism to ensure extraordinary experience quality for consumers.

TiVo OS deploys our proprietary video app framework and core middleware solution that provide OEMs flexibility in choice of SOC partners and ensure compliance with regional broadcast streaming standards when OEMs choose our TiVo OS solution. This provides cost advantages to customers and solves a key market entry barrier when addressing global streaming markets that have a fragmented regulatory standards environment.

TiVo OS scales across client-connected devices by creating and deploying uniform micro services across multiple endpoints to direct device provisioning, account management, firmware updates, media discovery, voice services, content service provider integration, ad delivery, usage reporting, and other future needs. Upon integration of a content service provider’s media catalogue and service with TiVo OS, it is rapidly deployed across multiple client-connected devices with minimal customization. Additionally, advertisers can plan campaigns across multiple client-connected devices to reach their intended audiences leveraging TiVo OS singular ad delivery service.

TiVo OS drives industry-leading consumer engagement by delivering rich metadata, personalization, natural language understanding and voice control, and content integration services. TiVo OS provides client-connected devices with rich metadata including imagery and content descriptors, inviting consumers to continually engage with media. TiVo OS provides industry-leading content recommendations based on AI-defined insights encouraging consumers to continually discover their next new favorite. These insights are derived from anonymous behavioral data combined with multiple on-device and off-device contextual variables. TiVo OS provides best-in-class voice services and natural language understanding providing customers an effortless navigation and media discovery experience. This voice technology is media platform optimized, based on proprietary AI-produced insights derived from an entertainment-based knowledge graph. TiVo OS uniquely brings services from long-time partners such as Disney, Sling, and YouTube TV, among others, and seamlessly integrates local TV, free ad-based TV and the most popular AVOD, SVOD and vMVPD services. As the TiVo OS footprint increases, the inventory of Free Ad Supported TV and Ad-supported Video on Demand (“AVOD”) services such as our own TiVo+ network increases and provides a robust opportunity to monetize this unique connected TV advertisement inventory. This inventory is further enriched based on anonymous user behavioral data collected from the TiVo OS devices.

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Devices – TiVo Stream 4K

TiVo Stream 4K is a best-in-class streaming media player that currently leverages components of TiVo OS with market-leading networking, video and sound technologies to provide a powerful hardware platform on which TiVo OS can operate to upgrade any screen with an HDMI connection to a smart, connected device. TiVo Stream 4K is sold via online and traditional retail channels as well as through broadband partners seeking to provide a vMVPD service and streaming media player bundled offerings to their customers.

Devices – TiVo OS for TV

TiVo OS for TV is a Linux-based Smart TV operating system that leverages TiVo OS technologies, features, and capabilities. We expect the TiVo OS platform for Smart TVs to launch in 2023 or 2024.

TiVo OS for TVs will leverage TiVo OS micro services to direct device provisioning, account management, firmware updates, media discovery, voice services, content service provider integration, ad delivery, usage reporting, and other future needs. It also leverages TiVo OS content onboarding and delivery process to rapidly deploy a content service provider’s media catalogue and services with minimal customization. Lastly, the solution leverages TiVo OS singular ad delivery service to plan and ad execute campaigns to reach intended TiVo OS for TVs users.

TiVo OS for TVs will be licensed as a software-as-a-service to consumer electronic OEMs and will include the right to monetize all or part of the end-user content engagement over the life of the product. For Tier 2 and Tier 3 Smart TV OEMs, TiVo OS will provide a platform to participate in the fast-growing connected TV monetization value chain with scale and cross platform end-user insight not available to OEMs on a standalone basis.

Monetization – TiVo OS

TiVo OS is primarily monetized through video or display advertisement impressions; subscription video on demand and pay TV service bounties and revenue shares; TV viewership data licensing; off-platform connected TV ads; and other opportunities on device clients that connect to and leverage TiVo OS.

As the platform scales, we expect to monetize through the following vehicles:

• Ad Supported Content: The sale of ad inventory on services, including our own TiVo+ and certain third-party AVOD services.

• SVOD and MVPD Services: Revenue shared by SVOD and virtual MVPD services on new user subscriptions activated or re-activated through our OS platform.

• Home Screen Ad Placements: Ad placements on the TiVo OS platform’s home screen by streaming services, studios, and other consumer brands.

• Data Licensing: Revenue from advertisers, advertising agencies, and networks to license data generated from TiVo platforms to inform their ad buying decisions.

• Off-Platform Ads: Household identifications taken from the TiVo OS platform and used to target on other media sources.

Monetization – TV Viewership Data

We offer TV viewership data with program airings data for millions of households. Broadcasters, MVPDs, content producers, advertising agencies and advertisers that utilize our TV viewership data can activate subscribers’ TV viewership alone or in combination with third-party data sources using industry-leading data safe havens to target promotions and advertising directly, or through third-party viewer segments, to monetize their subscriber customer base.

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Monetization – Advertising Solutions

We provide advertisers with nationwide or regionally targeted advertising on our various owned or operated devices. Advertisers place ads in a variety of display formats in both traditional linear television and digital advertising for internet delivered content, seamlessly incorporated into the user interface. Utilizing our Personalized Content Discovery platform, we also target content promotions as “paid search” by directly including the sponsored content in user interface’s recommended content carousel. We work with service providers bundling their non-TiVo advertising inventory with our native inventory, thereby giving us a more significant national footprint.

Growth Factors

There are several facets of our product growth strategy. These growth drivers include: the delivery and monetization of the TiVo OS onto TVs, proliferation of in-cabin monitoring (AutoSense) and connected radio (AutoStage) solutions into the connected car market, increased adoption of our IPTV solutions in the Pay TV market, and unit growth in consumer electronics from in-home Wi-Fi solutions (Play-Fi) and IMAX Enhanced. We have a long track record of developing premium solutions for the marketplace that provide an extraordinary experience for end users.

Competition

Pay-TV

There are a number of companies that produce and market advanced media solutions such as UXs, interactive program guides, DVRs, search, recommendation, natural language voice, metadata, and advanced data and analytics in the various formats which compete, or we believe will compete, with our products and services over time. Principal competitive factors include brand recognition and awareness, product and service functionality, innovation, ease of use, personalization, content access and availability, mobility and pricing. While we are competitive across this range of factors, we believe our primary competitive differentiation includes our ability to integrate all our products to create unique value to our customers and the depth and breadth of our IP portfolio.

Our Platform faces competition from companies such as Synamedia, MediaKind, Kudelski, Enghouse Systems Limited, and from solutions developed by multiple system operators such as Comcast X1 and Liberty Global plc’s Horizon Media, which have created competing products that provide user interface software for use on set-top-boxes and CE and mobile devices. Such companies may offer more economically attractive agreements to service providers and CE manufacturers by bundling multiple products together. We face competition for our Pay-TV product offerings from customers who choose to build their own interactive program guide and DVR solutions. We believe that we provide a strong alternative to “do-it-yourself,” as we have innovative, high-quality products ready to be implemented, with local and network DVR, integrated data distribution infrastructure and content, as well as third-party services (such as VOD services). We differentiate our products by continuing to integrate our broad portfolio of products into a suite of solutions and services for our customers. We believe our solutions speed our customers’ time to market, are superior to “do-it-yourself” products, and can be deployed at a lower cost than internally built products.

In video metadata, we compete with other providers of entertainment-related content metadata such as Gracenote (a subsidiary of Nielsen Holdings plc) and Ericsson Group’s Red Bee Media, as well as a number of local metadata providers. While we do not believe that our competitors’ metadata sets offer the same comprehensive breadth of focus on media exploration, discovery, and management in as many regions of the world as we do, they present competition to our metadata business for each of their areas of focus.

Consumer Electronics

Our audio licensing products face competition from other third-party providers of similar solutions as well as internal engineering and design groups among industry IC provider and consumer electronics manufacturers.

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Our primary competitor is Dolby Laboratories, which develops and markets, among other things, high-definition audio products and services. Dolby’s long-standing market position, brand, business relationships, resources and inclusion in various industry standards provide it with a strong competitive position.

In addition to Dolby, we compete in specific product markets with companies such as Fraunhofer IIS and various other consumer electronics product manufacturers. Many of these competitors have a wide variety of strengths that afford them competitive advantages, such as longer operating histories, greater resources, greater name recognition, or the ability to offer their technologies for a lower price or for free. We have historically competed effectively against these companies due in part to position our brand as a premium offering that contains superior proprietary technology, the quality of our customer service, our inclusion in industry standards and our industry relationships.

Connected Car

Our HD Radio and DTS AutoStage solutions face competition from subscription-based digital service providers such as Sirius/XM, Pandora, Gracenote, and other digital audio and data service providers.

Our in-cabin monitoring technologies broadly compete with other image processing software vendors targeting the automotive industry, such as SmartEye and Seeing Machines, as well as engineering and design groups of tier one automotive suppliers that seek to provide similar technologies by employing different approaches with their internal teams.

Media Platform

TV Audience Data. We collect and analyze audience research data in an area where companies such as comScore, Inc. and Nielsen Holdings plc and other online data analytics companies compete for research spend from advertisers, advertising agencies and television networks. Other large companies are also focusing resources in this area including Comcast, Meta Platforms Inc. (Facebook) and Alphabet, Inc.’s Google business. Many of our existing customers are investing in platforms to enable their businesses with these capabilities. We believe that there is a significant opportunity for us as an independent data and technology provider, with proprietary access to critical data assets associated with consumers’ engagement with entertainment media.

The TiVo Stream 4K. We compete against products with on-demand OTT streaming capabilities offered by internet CE manufacturers. For example, many CE manufacturers have television or internet-enabled streaming devices for accessing video over the internet such as Apple TV, Amazon Fire TV, Google Chromecast and Roku. TVs with integrated streaming capabilities from manufacturers such as Samsung, Vizio and LG also represent competition to the TiVo Stream 4K.

TiVo OS. We compete for Smart TV platform support with Roku, Alphabet, Inc’s Google TV and Amazon’s FireTV. We believe the overall OTT streaming market growth, our differentiated end-user solution, and our more inclusive business model for Tier 2 and Tier 3 Smart TV OEMs represents an opportunity where we can establish a strong niche position.

In approaching content owners, advertisers and ad agencies to participate in the TiVo OS platform, we are competing with the same platforms and TV OEMs operating their own TV operating systems such as Samsung, Vizio and LG. In this fast-expanding connected TV advertising market, we believe our cross-platform data insight from Pay-TV and TiVo OS households will allow us to create and promote a unique and compelling offering for advertisers.

Over time, we expect to see new competitors and other competing technologies emerge.

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Intellectual Property Portfolio

We operate in an industry in which innovation, investment in new ideas and protection of our intellectual property rights are critical for success. We protect our innovations and inventions through a variety of means, including, but not limited to, applying for patent protection domestically and internationally.

At the time of the distribution, we anticipate having approximately 737 United States issued patents and 194 patent applications, as well as approximately 957 foreign issued patents and 314 patent applications. The last of the issued patents to expire is in 2041.

To facilitate our separation and distribution and allow our and Adeia’s operations to continue with minimal interruption, we expect to enter a series of intellectual property license agreements. For more information, see the section entitled “Certain Relationships and Related Party Transactions.”

Property

We lease our principal corporate headquarters in San Jose, California with approximately 127,000 square feet, where we house administrative, sales, marketing and research and development personnel. We also own a building in Calabasas, California with approximately 89,000 square feet, which houses administrative, sales, marketing and research and development personnel. We also lease facilities in other locations, including Canada, China, India, Japan, Mexico, Poland, Republic of Ireland, Romania, Singapore, South Korea, Taiwan, the United Kingdom and the United States. We believe that our existing space is adequate for our current operations. We believe that suitable replacement and additional space, to the extent needed, will be available in the future on commercially reasonable terms.

Human Capital Resources

The opportunities for our success and growth depend in large part on our ability to attract, develop, and retain a talented and engaged workforce. In particular, we are competing for technical talent and we need to offer not only robust and attractive compensation packages but also provide broad opportunities for our employees to make an impact, grow, and develop. As of June 30, 2022, we had a global talent base consisting of approximately 1,800 full-time employees, excluding approximately 275 employees who joined the Company on July 1, 2022 in connection with the Vewd Acquisition.

To enable our talent to actively contribute to – and have a positive impact on – the overall business and culture, we have developed a set of programs and initiatives that include competitive compensation and benefits offerings, skills and management development, diversity and inclusion initiatives, goal and performance management, and succession planning. In support of these efforts, our Board of Directors monitors these programs and initiatives and provides guidance and feedback as appropriate. Our goal is to provide a work environment that empowers our teams and enables them to enjoy a healthy and productive work-life balance for themselves, their families, and their community.

Our incentives are based on merit and we have a strong pay-for-performance culture. We benchmark our total rewards annually to ensure our compensation and benefit programs remain competitive with industry peers. Our compensation framework for employees reflects a combination of fixed and variable pay including base salary, bonuses, performance awards, and stock-based compensation. We offer employees benefits that vary by country and are designed to meet or exceed local laws and are competitive in the marketplace.

We invest in the career growth of our employees by providing a wide range of development opportunities, including face-to-face, virtual, social and self-directed learning, mentoring, coaching, and external development. Annual assessments are performed to identify talent needs based on department goals and to evaluate how each function is positioned from a talent perspective. We believe in the principles of a learning organization and strive to provide

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continuous educational opportunities for our employees. In 2020, we invested in a global online learning platform. More than 200 courses and programs have been created, offering a wide range of skill development opportunities for employees to become more knowledgeable and effective in their roles. Additionally, we also offer customized leadership and management development programs for our management teams.

We leverage our manager ecosystem, coupled with industry-standard performance management tools, to align corporate goals with employee objectives. Employees are encouraged to create and align individual, functional and team-based goals, track performance against goals, write self-evaluations, and solicit feedback.

We have demonstrated support and commitment to developing a culture of non-discrimination and embracing diversity and inclusion throughout our workforce. Our current employee resource groups represent the LGBTQ+ community, the black community, women, and veterans. We also have formed a Diversity and Inclusion council comprised of all levels of employees and senior executives. The purpose of the council is, among other things, to identify and address issues of diversity and inclusion through multiple and unique perspectives from a diverse group of our employees. In June 2020, we joined the business coalition in support of the Equality Act, a measure that supports federal legislation that would provide the same basic protections to LGBTQ+ people as are provided to other protected groups under federal law. Additionally, we comply fully with California’s board diversity legislation that requires a minimum number of female directors and directors from underrepresented communities.

We measure employee experience by collecting insight and understanding of engagement and satisfaction. We use an employee engagement survey, executive roundtables and employee focus groups to solicit input. Task forces are regularly created to identify and address gaps which result in changes to policies and practices and benefits offerings. A recent survey to assess employee well-being during the initial working-from-home period related to the COVID-19 pandemic resulted in the payment of working-from-home stipend to employees which covered certain costs associated with setting up home offices.

During the ongoing COVID-19 pandemic, we have focused on the health, safety, and well-being of our employees. We have:

• established office reentry guidelines consistent with CDC and local government mandates;

• conducted a working-from-home survey to pulse check employee well-being;

• offered various training and learning opportunities, including relevant trainings to help employees better manage remote working, childcare, social isolation and other challenges;

• enhanced internal communications strategies using multiple vehicles such as a corporate intranet, Zoom, Slack, videos and other communication media to ensure connection and contacts with employees;

• provided several well-being offerings and events, including online yoga, Headspace (a mindfulness app); and

• various online contests, and virtual happy hours.

None of our employees are covered by a collective bargaining agreement or are represented by a labor union. We have not experienced any organized work stoppages and we consider the relationships with our employees to be positive.

Climate Change

Xperi published its first Environmental, Social and Corporate Governance (“ESG”) report on February 7, 2022, which can be found at Xperi’s website home page.

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Using insights we gleaned from the development of our inaugural materiality assessment, we developed an ESG program around three key focus areas: Culture & Belonging, Community Impact, and Resilience. Our Resilience pillar includes a focus on reducing the impact of climate change. We have already taken steps to reduce our carbon footprint through actions such as increasing energy efficiency within our office buildings and reducing and migrating the majority of on-premise IT assets towards more energy efficient solutions. At the beginning of 2022, we began the exercise of measuring our greenhouse gas baseline emissions and will establish associated goals linked to that activity, and we intend to present those goals in a subsequent ESG report.

Legal Proceedings

In the normal course of our business, we are involved in legal proceedings. In the past, we have litigated to enforce the terms of license agreements, to protect trade secrets, and to defend ourselves or our customers against claims of infringement or invalidity. We expect to continue to be involved in similar legal proceedings in the future. Although considerable uncertainty exists, our management does not anticipate that the ultimate disposition of these matters will have a material adverse effect on our results of operations, combined financial position or liquidity. However, the ultimate liabilities could be material to our results of operations in the period recognized.

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BOARD OF DIRECTORS AND MANAGEMENT

Executive Officers Following the Distribution

The following table sets forth information regarding individuals who are expected to serve as our executive officers, including their positions, after the distribution. While some of these individuals currently serve as executive officers of Xperi, after the distribution, none of our executive officers will be executive officers or directors of Adeia.

Name	Age	Position with Xperi Inc.
Jon E. Kirchner	(54)	Chief Executive Officer, President and Director
Robert Andersen	(58)	Chief Financial Officer
Geir Skaaden	(55)	Chief Products and Services Officer
Matt Milne	(54)	Chief Revenue Officer

There are no family relationships among any of the officers named above. Each of our officers will hold office from the date of election until a successor is elected. Set forth below is information about the executive officers identified above.

Jon Kirchner. Mr. Kirchner will be appointed to our board of directors and appointed as our Chief Executive Officer and President upon the consummation of the spin-off. Mr. Kirchner has served on the board of directors and as Chief Executive Officer of Xperi since June 2020 following the Mergers. Previously he served as Chief Executive Officer of Xperi Corporation beginning in June 2017. Prior to that, Mr. Kirchner was President of Xperi Corporation following the completion of the acquisition of DTS in December 2016. Mr. Kirchner served as DTS’s chairman of the board of directors and Chief Executive Officer from 2010 to December 2016 and had been a member of DTS’s board of directors from 2002 to December 2016. He served as DTS’s Chief Executive Officer from 2001 to 2010 and served in a number of senior leadership roles at DTS from 1993 to 2001. Prior to joining DTS, Mr. Kirchner worked for the consulting and audit groups at Price Waterhouse LLP (now PricewaterhouseCoopers LLP). Mr. Kirchner holds a B.A. in economics from Claremont McKenna College.

Robert Andersen. Mr. Andersen has served on our board of directors and as our Chief Financial Officer and Secretary since August 2022. Mr. Andersen will continue to serve as our Chief Financial Officer upon the consummation of the spin-off. Mr. Andersen is the Chief Financial Officer of Xperi. Prior to the Mergers, he served as Executive Vice President and Chief Financial Officer of Xperi Corporation. Mr. Andersen joined Xperi Corporation in 2014 as Chief Financial Officer of Tessera Technologies, Inc., the predecessor to Xperi Corporation before the acquisition of DTS, Inc. in 2016. Mr. Andersen has many years of leadership experience in Silicon Valley at both private and public technology companies, including Phoenix Technologies, Wind River Systems and Hewlett Packard. Mr. Andersen served on the board of directors of Quantum Corporation through March 2017. He currently serves as chairman of the board of directors of the Alameda County Community Food Bank. Mr. Andersen holds a B.A. in economics from the University of California, Davis, and an M.B.A. from the Anderson School of Management at the University of California, Los Angeles.

Geir Skaaden. Mr. Skaaden has served on our board of directors and as our President since August 2022. Mr. Skaaden will be appointed as our Chief Products and Services Officer upon the consummation of the spin-off. Mr. Skaaden is the Chief Products and Services Officer of Xperi, leading the Xperi’s portfolio of imaging, audio, media platform user experience and discovery solutions. Prior to the Mergers, Mr. Skaaden was Chief Products and Services Officer of Xperi Corporation. He served as DTS’s Executive Vice President, Products, Platforms and Solutions from October 2015 until its acquisition by Xperi Corporation in December 2016, having previously served as DTS’s Senior Vice President, Corporate Business Development, Digital Content and Media Solutions. Earlier, he held a number of leadership roles where he oversaw product management, business development, global licensing and marketing. Before joining DTS in 2008, Mr. Skaaden had served as the Chief Executive Officer at Neural Audio Corporation. Mr. Skaaden holds a B.A. in Finance from the University of Oregon, a Business degree from the Norwegian School of Management and an M.B.A. from the University of Washington.

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Matt Milne. Mr. Milne will be appointed as our Chief Revenue Officer upon the consummation of the spin-off. Mr. Milne is the Chief Revenue Officer of Xperi. Prior to the Mergers, he served as TiVo’s Chief Revenue Officer beginning in January 2017. Mr. Milne joined TiVo (then Rovi) in February 2011 and served as Senior Vice President, CE Sales from 2011 to 2012. During his employment at TiVo, he also served as Executive Vice President, Worldwide Sales and Marketing from January 2012 to May 2014 and as Senior Vice President responsible for Tier 1 Intellectual Property Licensing and Sales from May 2014 to April 2016. He was promoted to Chief Revenue Officer in January 2017 after serving as Senior Vice President and General Manager of Intellectual Property and Licensing from April 2016. Prior to joining TiVo, Mr. Milne held various sales, marketing and product leadership positions at DivX, MediaFLO USA (a wholly owned subsidiary of Qualcomm Incorporated), Viewsonic, Gateway, Inc., Cameo Technologies and Western Digital. Mr. Milne holds a B.A. in Business Administration, with a Finance Emphasis, from California State University, Fullerton and an M.B.A. from California State Polytechnic University, Pomona.

Board of Directors Following the Distribution and Director Independence

The following table sets forth information regarding individuals who are expected to serve as members of our board of directors following the distribution.

Name	Age	Position with Xperi Inc.
Jon E. Kirchner	(54)	Chief Executive Officer, President and Director
Darcy Antonellis	(60)	Director
Laura J. Durr	(61)	Director
Dave Habiger	(53)	Chairman of the board of directors
Christopher A. Seams	(59)	Director

Set forth below is additional information regarding the directors identified above, as well as a description of the specific skills and qualifications such candidates are expected to provide our board of directors.

Jon Kirchner. Mr. Kirchner will be appointed to our board of directors and appointed as our Chief Executive Officer and President upon the consummation of the spin-off. Mr. Kirchner has served on the board of directors and as Chief Executive Officer of Xperi since June 2020 following the Mergers. Previously he served as Chief Executive Officer of Xperi Corporation beginning in June 2017. Prior to that, Mr. Kirchner was President of Xperi Corporation following the completion of the acquisition of DTS in December 2016. Mr. Kirchner served as DTS’s chairman of the board of directors and Chief Executive Officer from 2010 to December 2016 and had been a member of DTS’s board of directors from 2002 to December 2016. He served as DTS’s Chief Executive Officer from 2001 to 2010 and served in a number of senior leadership roles at DTS from 1993 to 2001. Prior to joining DTS, Mr. Kirchner worked for the consulting and audit groups at Price Waterhouse LLP (now PricewaterhouseCoopers LLP). Mr. Kirchner holds a B.A. in economics from Claremont McKenna College. Mr. Kirchner’s financial background and extensive leadership, technology and business experience will make him a well-qualified addition to the board of directors.

Darcy Antonellis. Ms. Antonellis will be appointed to our board of directors upon the consummation of the spin-off. Ms. Antonellis has served on the board of directors of Xperi since June 2020 following the Mergers. Ms. Antonellis is Executive Advisor of Amdocs since August 2021. Prior to that, she served as Division President, Amdocs Media, and Chief Executive Officer of Vubiquity Inc. until it was acquired by Amdocs in 2018. From June 1998 until December 2013, she held numerous positions at Warner Bros. Entertainment Inc., a Time Warner company, including President, Technical Operations and Chief Technology Officer. Ms. Antonellis also serves on the board of directors of each of Cinemark Holdings Inc. and Metaverse Acquisition Corp. Ms. Antonellis holds a B.S. from Temple University’s School of Electrical Engineering with a focus on engineering development and commercial applications and an M.B.A. from Fordham University. Ms. Antonellis also completed the Director Professionalism Curriculum at the NACD. Ms. Antonellis’ extensive leadership, media and technology experience will make her a well-qualified addition to the board of directors.

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Laura J. Durr. Ms. Durr will be appointed to our board of directors in September 2022. Ms. Durr has served on the board of directors of Xperi since June 2020 following the Mergers. Prior to that, she served as a member of the board of directors of Pre-Merger TiVo beginning in April 2019. Ms. Durr served as the Executive Vice President and Chief Financial Officer of Polycom, Inc. from May 2014 until its acquisition by Plantronics Inc. in July 2018. Prior to becoming Chief Financial Officer, Ms. Durr held various finance leadership roles at Polycom between 2004 and 2014, including Senior Vice-President-Worldwide Finance, Chief Accounting Officer and Worldwide Controller. Prior to joining Polycom, Ms. Durr held executive positions in finance and administration at Lucent Technologies and International Network Services and also spent six years at Price Waterhouse LLP. Ms. Durr also serves on the board of directors of each of Netgear, Inc. and Owlet, Inc. Ms. Durr was a certified public accountant and holds a B.S. in Business Administration with an Accounting Concentration from San Jose State University. Ms. Durr’s extensive leadership and business experience will make her a well-qualified addition to the board of directors.

David C. Habiger. Mr. Habiger will be appointed as our Chairman of the board of directors upon the consummation of the spin-off. Mr. Habiger has served on the board of directors of Xperi and as Chairman of the board of directors since June 2020 following the Mergers. Prior to that, Mr. Habiger served on the board of directors of Xperi Corporation beginning in December 2016. Mr. Habiger also served on the DTS board of directors, including as chair of the compensation committee and a member of the audit committee. Mr. Habiger currently serves as the Chief Executive Officer of JD Power, a privately held company. Mr. Habiger served as the interim Chief Executive Officer at Textura Corporation, a software company focused on construction management, from May 2015 until its sale to Oracle Corporation in June 2016. Mr. Habiger also served as Chief Executive Officer at Sonic Solutions prior to its sale to Rovi. Mr. Habiger is currently a member of the board of directors of the Federal Reserve Bank of Chicago. Mr. Habiger serves on the SABOR (Systems Activities, Bank Operations and Risk) Committee and the Governance & HR Committee. Mr. Habiger is also a member of the board of trustees at Rush University Medical Center and a member of the Society of Motion Picture and Television Engineers. Mr. Habiger holds a B.B.A. from St. Norbert College and an M.B.A. from the University of Chicago. Mr. Habiger’s extensive leadership and business experience will make him a well-qualified addition to the board of directors.

Christopher A. Seams: Mr. Seams will be appointed to our board of directors upon the consummation of the spin-off. Mr. Seams has served on the board of directors of Xperi since June 2020 following the Mergers. From 2013 to 2016, Mr. Seams was the Chief Executive Officer of Deca Technologies. Prior to Deca Technologies, Mr. Seams served as executive vice president of sales and marketing at Cypress Semiconductor and held various technical and operational management positions in manufacturing, development and operations. Prior to joining Cypress in 1990, he worked in process development for Advanced Micro Devices and Philips Research Laboratories. Mr. Seams has also served on the Board of Onto Innovation Corporation since its creation from the merger of Nanometrics Corporation and Rudolph Technologies in 2019 and on the Board of Nanometrics Corporation from 2015 to 2019. Mr. Seams is a senior member of the Institute of Electrical and Electronics Engineers, a member of ACCD and a member of NACD where he is a certified director. Mr. Seams holds a B.S. in electrical engineering from Texas A&M University, an M.S. in Electrical and Computer Engineering from the University of Texas at Austin and a Professional Certificate in Advanced Computer Security from Stanford University. Mr. Seams’ extensive technology, leadership and business experience will make him a well-qualified addition to the board of directors.

Upon completion of the distribution, our board of directors is expected to consist of five members. There are no family relationships among any of the directors named above. Each director will be elected annually by the stockholders at each annual meeting of stockholders for a term expiring at the next annual meeting of stockholders. We have not yet set the date of the first annual meeting of stockholders to be held following the distribution.

We expect that each of Ms. Antonellis, Ms. Durr, Mr. Habiger and Mr. Seams will meet the independence requirements set forth in the listing standards of the New York Stock Exchange at the time of the distribution.

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Committees of the Board of Directors

Effective upon the completion of the distribution, our board of directors will have the following committees, each of which will operate under a written charter that will be posted on our website prior to the distribution.

Audit Committee

The audit committee, which is expected to consist of Ms. Durr, Mr. Habiger and Mr. Seams, will assist our board of directors in overseeing our accounting and financial reporting processes and the audits of our financial statements. In addition, the audit committee will be directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. Ms. Durr will serve as the chair of the committee. The audit committee will consist exclusively of members of our board of directors who are financially literate, and each of Ms. Durr and Mr. Habiger is considered an “audit committee financial expert” under the rules and regulations of the SEC. Our board of directors has determined that each of Ms. Durr, Mr. Habiger and Mr. Seams meets the independence requirements set forth in the listing standards of the New York Stock Exchange and Rule 10A-3 under the Exchange Act.

The responsibilities of the audit committee will be more fully described in our audit committee charter and will include, among other duties:

• selecting the independent registered public accounting firm, approving all related fees and compensation, overseeing the work of the independent accountant, and reviewing its selection with the board of directors;

• annually preapproving the proposed services to be provided by the accounting firm during the year;

• annually reviewing a report from the independent registered public accounting firm describing the accounting firm’s internal quality-control procedures, any material issues of the accounting firm and all relationships between the accounting firm and us;

• evaluating the independence of the registered public accounting firm;

• reviewing our annual and quarterly financial statements, any major issues regarding accounting principles, and any analyses prepared with respect to significant financial reporting issues and judgments;

• assessing the effectiveness of our internal audit function and overseeing the adequacy of internal controls and risk management processes; and

• reviewing the type and presentation of information to be included in earnings releases, as well as financial information and earnings guidance to be provided to analysts and rating agencies.

Compensation Committee

The compensation committee, which is expected to consist of Mr. Seams, Ms. Antonellis and Mr. Habiger, will assist our board of directors in discharging its abilities relating to the compensation and benefits of our Chief Executive Officer and other executive officers (as defined in the Exchange Act), employees and non-employee directors, in a manner consistent with and in support of our business objectives, competitive practice and all applicable rules and regulations. Mr. Seams will serve as the chair of the committee. Our board of directors has determined that each of Mr. Seams, Ms. Antonellis and Mr. Habiger meets the independence requirements set forth in the listing standards of the New York Stock Exchange. The responsibilities of the compensation committee will be more fully described in the compensation committee charter and will include, among other duties:

• reviewing and approving the goals and objectives of our executive compensation plans, evaluating performance in light of those goals and objectives and, determining and approving the executive officers’ compensation based on this evaluation, including any long-term incentive component of compensation, if applicable;

• reviewing the terms of any compensation “clawback” or similar policies;

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• adopting stock ownership guidelines for executive officers and non-employee directors; and

• reviewing the goals and objectives of our general compensation plans and other employee benefit plans, including all equity-compensation plans to be submitted for stockholder approval.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee, which is expected to consist of Ms. Antonellis, Mr. Seams and Ms. Durr, will assist our board of directors in discharging its abilities relating to, among other things, providing oversight of nomination and corporate governance matters. Ms. Antonellis will serve as the chair of the committee. Our board of directors has determined that each of Ms. Antonellis, Mr. Seams and Ms. Durr meets the independence requirements set forth in the listing standards of the New York Stock Exchange. The responsibilities of the nominating and corporate governance committee will be more fully described in the nominating and corporate governance committee charter and will include, among other duties:

• assisting in identifying, recruiting and, if appropriate, interviewing candidates to fill positions on the board of directors, reviewing the background and qualifications of individuals being considered and selecting the director nominees for election by stockholders or appointment by the board of directors;

• reviewing the suitability for continued services as a director of each member of the board of directors when his or her term expires and when he or she has a change in status and recommending whether or not the director should be re-nominated;

• advising and making recommendations to the board of directors on the composition and size of the board of directors and each standing committee of the board of directors, frequency and structure of meetings and other procedures of the board of directors and committees;

• developing and reviewing corporate governance guidelines; and

• evaluating the performance and effectiveness of the board of directors.

Code of Business Conduct and Ethics Policy

Prior to the completion of the distribution, we will adopt a written code of business conduct and ethics policy for directors, executive officers and employees. The code will be designed to deter wrongdoing and to promote, among other things:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• protection of client and third-party information in compliance with applicable privacy and data security requirements;

• full, fair, accurate, timely and understandable disclosure in reports and documents that we file with the SEC and other regulators and in our other public communications;

• compliance with applicable laws, rules and regulations; and

• accountability for adherence to the code and prompt internal reporting of any possible violation of the code.

Corporate Governance Guidelines

The board of directors will adopt a set of Corporate Governance Guidelines in connection with the distribution to assist it in guiding our governance practices, which will be regularly reviewed by the Nominating and Corporate Governance Committee. These guidelines will cover a number of areas, including director independence, leadership, composition (including director qualifications and diversity), responsibilities and operations; director compensation; Chief Executive Officer evaluation and succession planning; board committees; director orientation and continuing education; director access to management and independent advisers; annual board and

committee evaluations and others. A copy of our corporate governance guidelines will be posted on our website.

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EXECUTIVE COMPENSATION

We are currently part of Xperi Holding Corporation (referred to herein as Xperi or the “Company”) and not an independent company and our compensation committee has not yet been formed. The historical compensation shown below was determined by Xperi. Prior to the distribution, we will continue to be a part of Xperi, and therefore, compensation of our executives will be determined based on the design and objectives of the Xperi executive compensation programs. Future compensation levels of our executives will be determined based on the compensation policies, programs and procedures to be established by the compensation committee that our board of directors will form in connection with the distribution. Accordingly, the amounts and forms of compensation reported below are not necessarily indicative of the compensation that our Named Executive Officers (“NEOs”) will receive following the distribution, which could be higher or lower than the amounts shown below. All references in the following tables to equity awards are to equity awards granted by Xperi in respect of Xperi common stock.

The following section provides compensation information pursuant to the scaled disclosure rules applicable to “emerging growth companies” under the rules of the SEC, including reduced narrative and tabular disclosure obligations regarding executive compensation. Accordingly, the NEOs for purposes of the disclosure set forth below are Jon Kirchner, who will serve as our Chief Executive Officer following the distribution, and the expected next two highest paid executive officers, Robert Andersen, who will serve as our Chief Financial Officer following the distribution, and Geir Skaaden, who will serve as our Chief Products and Services Officer following the distribution.

Summary Compensation Table

The following table summarizes the compensation of the Chief Executive Officer and the two other most highly compensated executive officers for the fiscal years ended December 31, 2021 and 2020 based on compensation received from Xperi.

The reported compensation includes compensation earned pursuant to compensation programs adopted by Xperi Corporation prior to June 1, 2020 (before the Mergers), and compensation earned under compensation programs adopted by the Company from June 1, 2020 to December 31, 2021 and for all NEOs.

Name and Principal Position	Year		Salary ($)(1)		Bonus ($)		Stock Awards ($)(2)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)(4)		Total ($)
Jon Kirchner
Chief Executive Officer		2021		736,667		—		8,901,693		—		593,880		9,600		10,241,840
		2020		629,137		—		7,306,046		—		1,005,000		63,256		9,003,439
Robert Andersen
Chief Financial Officer		2021		410,000		—		2,223,647		—		239,825		9,600		2,883,072
		2020		392,509		—		2,313,050		—		368,385		43,257		3,117,201
Geir Skaaden
Chief Products and Services Officer		2021		410,000		—		3,113,125		—		234,905		9,600		3,767,630
		2020		392,509		—		2,313,050		—		301,350		39,228		3,046,137

(1) Includes amounts deferred under the Company’s 401(k) Plan, the Xperi Corporation 401(k) Plan as applicable, each a qualified deferred compensation plan under section 401(k) of the Internal Revenue Code.

(2) The dollar amount reported in the Stock Awards column is equal to the aggregate grant-date fair value of the time-based and performance-based restricted stock unit awards made during each reported fiscal year, calculated in accordance with FASB ASC Topic 718, without taking into account any estimated forfeitures related to service-vesting conditions. The assumptions used in the calculation of the FASB ASC Topic 718 grant-date fair value of each such award are set forth in Note 14 of the notes to Consolidated Financial

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Statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. For time- based restricted stock unit awards, the grant date fair value was determined using the closing share price of the Company’s common stock on the date of grant. The grant date fair value of performance-based restricted stock unit awards that vest based on Company stock price appreciation was estimated utilizing the Monte Carlo valuation model, using the fair value of the Company’s common stock with the effect of market conditions on the date of grant, and assumes the performance goals will be attained. The grant-date fair values of the 2021 performance-based restricted stock unit awards assuming maximum attainment of the performance goals are as follow:

	Grant Date Fair Value at Maximum Attainment ($)
Jon Kirchner		13,177,683
Robert Andersen		2,444,830
Geir Skaaden		3,422,783

(3) Represents the annual cash incentive compensation, which is based on the level of attainment of corporate performance goals payable under the MBO Plan.

(4) For each of the NEOs, the amounts in the “All Other Compensation” column for fiscal year 2021 consist of the following payments and benefits paid by the Company to or on behalf of the NEOs.

Name	401(k) Employer Match ($)		Life Insurance Premiums ($)		Vacation Balance Payout ($)		Car Allowance ($)		Taxable Prizes ($)		Total ($)
Jon Kirchner		8,700		900		—		—		—		9,600
Robert Andersen		8,700		900		—		—		—		9,600
Geir Skaaden		8,700		900		—		—		—		9,600

Outstanding Equity Awards at Fiscal Year-End

The table below sets forth information concerning the number and value of unexercised stock options and unvested stock awards held by the NEOs at December 31, 2021:

Name	Grant Date		Option Awards (1)										Stock Awards
			Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#) (2)		Market Value of Shares or Units of Stock That Have Not Vested ($) (3)		Equity Incentive Plan Awards: Number of Unearned Shares or Units or Other Rights That Have Not Vested (#)(4)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3)
Jon Kirchner		2/14/13		39,716		—	$	19.34		2/14/23		—		—		—		—
		3/13/14		31,518		—	$	19.24		3/13/24		—		—		—		—
		7/28/20		—		—		—		—		85,242		1,611,927		265,196		5,014,857
		3/01/21		—		—		—		—		109,619		2,072,896		255,778		4,836,762
Robert Andersen		1/2/14		39,000		—	$	19.73		1/1/24		—		—		—		—
		4/27/18		—		—		—		—		10,000		189,100		—		—
		3/1/19		—		—		—		—		31,774		600,847		—		—
		7/28/20		—		—		—		—		45,956		869,028		61,274		1,158,692

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Name	Grant Date		Option Awards (1)										Stock Awards
			Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#) (2)		Market Value of Shares or Units of Stock That Have Not Vested ($) (3)		Equity Incentive Plan Awards: Number of Unearned Shares or Units or Other Rights That Have Not Vested (#)(4)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3)
Geir Skaaden		3/1/21		—		—		—		—		47,454		897,356		47,454		897,356
		2/13/13		3,142		—	$	18.65		2/13/23		—		—		—		—
		4/27/18		—		—		—		—		10,000		189,100		—		—
		3/1/19		—		—		—		—		19,860		375,553		—		—
		7/28/20		—		—		—		—		45,956		869,028		61,274		1,158,692
		3/1/21		—		—		—		—		66,436		1,256,305		66,436		1,256,305

(1) Stock option awards have a ten-year term from the grant date for Messrs. Kirchner, Andersen and Skaaden. All stock option awards vest as follows: 1/4^th of the shares subject to the equity awards will vest annually following the grant date, to the extent the NEO is employed with or retained as a consultant by the Company on the vesting dates. All stock option awards are subject to acceleration of vesting pursuant to agreements entered into with the respective NEO as described and referenced under “—Employment Contracts, Termination of Employment Arrangements and Change of Control Arrangements.” Equity awards listed for Messrs. Kirchner, Andersen and Skaaden for periods prior to June 1, 2020 were granted by Xperi Corporation.

(2) The RSU awards (other than the RSU awards granted on April 27, 2018) vest as follows: 25% of the shares subject to the equity awards will vest annually following the grant date, to the extent the NEO continues in service as an employee, consultant or director of the Company on the vesting dates. For RSU awards granted on April 27, 2018, 25% of the shares vest on the first anniversary of the grant date, then on each of March 1, 2020-2022 thereafter. All time-based restricted stock awards are subject to acceleration of vesting pursuant to agreements entered into with the respective NEO as described and referenced under “—Employment Contracts, Termination of Employment Arrangements and Change of Control Arrangements.” Equity awards listed for Messrs. Kirchner, Andersen and Skaaden for periods prior to June 1, 2020 were granted by Xperi Corporation.

(3) This value is based on the December 31, 2021 closing price of our common stock of $18.91 as reported by the Nasdaq Global Select Market and for the performance-based RSUs granted to the NEOs, at 100% of target.

(4) Represents performance-based RSUs granted to the NEOs. The goals and objectives applicable to the performance-based RSUs are set by the compensation committee of Xperi’s board of directors (the “Xperi Compensation Committee”) and vest at the completion of a three-year performance period based on the achievement of the applicable performance goals and objectives over such period. The performance-based RSUs are subject to acceleration of vesting pursuant to agreements entered into with the NEOs as described in “—Employment Contracts, Termination of Employment Arrangements and Change of Control Arrangements.”

Pension Benefits

We do not offer any plans that provide for specified retirement payments and benefits other than a tax-qualified 401(k) plan generally available to all employees.

Non-qualified Deferred Compensation

We do not offer non-qualified deferred compensation.

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Employment Contracts, Termination of Employment Arrangements and Change of Control Arrangements

The Company provides for certain severance payments and benefits if an executive officer’s employment is involuntarily or constructively terminated. In addition, the Company provides enhanced severance payments and benefits if such a termination of employment occurs in connection with a change in control of the Company. Such severance payments and benefits are designed to alleviate the financial impact of an involuntary termination of employment through salary, bonus and health benefit continuation and with the intent of providing for a stable work environment. The Company believes that reasonable severance payments and benefits for those NEOs with whom we have entered into severance agreements are important because it may be difficult for these NEOs to find comparable employment within a short period of time following certain qualifying terminations of employment. The Company also believes these payments and benefits are a means of reinforcing and encouraging the continued attention and dedication of key executives of the Company to their duties of employment without personal distraction or a conflict of interest in circumstances which could arise from the occurrence of a change in control of the Company. We believe that the interests of stockholders will be best served if the interests of our senior management are aligned with them, and providing change in control payments and benefits should eliminate, or at least reduce, the reluctance of senior management to pursue potential change in control transactions that may be in the best interests of stockholders.

The Company extends change in control payments and benefits because they are essential to help the Company fulfill its objectives of attracting and retaining key managerial talent. These arrangements are intended to be competitive within our industry and company size and are necessary to attract highly qualified individuals and encourage them to remain employed with the Company. In making the decision to extend the benefits, Xperi Compensation Committee relied on the assurances of its independent advisor that the programs are representative of market practice, both in terms of design and cost.

Employment Agreement with Jon Kirchner

Mr. Kirchner and Xperi Corporation entered into an Employment and Severance Agreement effective as of April 28, 2017 (the “Employment Agreement”) in connection with his appointment as Xperi Corporation’s CEO. The Employment Agreement established his base salary, incentive bonus and initial equity compensation and an initial term through June 1, 2020 with 12-month automatic renewals subject to timely notice of non-renewal and severance payments and benefits in connection with certain terminations.

Effective as of September 29, 2020, the Company and Mr. Kirchner entered into an amendment to the Employment Agreement. The amendment provides for the following material changes to the Employment Agreement:

• the term was extended until June 1, 2024 (and continues to include a 12-month automatic renewal unless either party provides a timely notice of non-renewal);

• Mr. Kirchner’s annual base salary was increased from $600,000 to $670,000;

• Mr. Kirchner will be eligible to receive stock awards, subject to approval by the Xperi Compensation Committee, in accordance with the Company’s annual grant cycle; and

• Mr. Kirchner will be reimbursed for reasonable attorneys’ fees incurred in connection with negotiating and executing the amendment, not to exceed $30,000.

The Xperi Compensation Committee believes that the Employment Agreement provides the Company with reasonable contractual protections and that making severance commitments to the Company’s CEO leads to stronger retention than if such payments and benefits were not offered.

The Employment Agreement provides the Company a balance of contractual protections in exchange for severance for Mr. Kirchner in the event of his termination of employment without cause and resignation for good

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reason, each as defined below. The Employment Agreement does not contain a single trigger provision that would generally allow him to voluntarily terminate his employment because of a change of control of the Company, nor does it entitle him to receive severance payments and benefits under the Employment Agreement solely as a result of change of control of the Company. The Xperi Compensation Committee structured the Employment Agreement in this fashion because it believes he should not be eligible to such payments and benefits absent other factors, such as a termination of employment without cause or resignation for good reason.

The Employment Agreement provides that, if Mr. Kirchner’s employment is terminated by the Company without cause or if he resigns for good reason, he will be entitled to receive the following severance payments and benefits:

• a lump sum cash payment equal to 200% of his annual base salary;

• 200% multiplied by his target annual bonus for the calendar year in which termination occurs (which bonus shall be prorated for the portion of the calendar year that has elapsed prior to the date of termination if such termination occurs more than 60 days prior to or more than 18 months following a change in control of the Company);

• continuation of health benefits for a period of up to 24 months following the date of termination;

• immediate acceleration of vesting of his outstanding equity awards that would have vested over the 12-month period following the date of his separation from service had he remained continuously employed during such period (with any performance awards that are eligible to be earned vesting based on performance for the fiscal year in which his termination occurs vesting at the target) (provided that if such termination occurs within 60 days prior to or within 18 months following a change in control of the Company, all of Mr. Kirchner’s unvested equity awards will vest (with performance awards vesting at target) on the later of the date of his termination or the date of the change in control); and

• a post-termination exercise period for his outstanding stock options of 12 months from the date of termination, or, if earlier, the remaining life of the equity grants.

The post-employment payments benefits described above will be paid upon Mr. Kirchner’s execution of a general release of claims in favor of the Company and shall be subject to his continued compliance with the confidentiality and proprietary rights covenant set forth in the Employment Agreement.

Nonrenewal of the term by the Company so that the term is not extended for the additional 12-month renewal period will be deemed a termination of employment without cause and will result in the payments and benefits described above, while expiration of the term under any other circumstances will not be deemed a termination of employment without cause and will not give rise to any payments or benefits. The term of the Employment Agreement will automatically be extended for 18 months following a change in control of the Company if the term would otherwise have expired during such 18-month period.

Severance Agreements

The Company has entered into severance agreements with Messrs. Andersen and Skaaden. The terms of the agreements are through September 2023 plus a one-year automatic renewal, or, if earlier, the date on which all payments or benefits required thereunder have been paid or provided in their entirety. Each term may be renewed by mutual agreement between the Company and the NEO.

Each of the severance agreements provides that, if the NEO’s employment is terminated by us without cause or if the executive resigns for good reason, the executive will be entitled to receive the following payments and benefits:

• a lump sum cash payment equal to 100% of the NEO’s annual base salary;

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• the NEO’s target annual bonus for the calendar year in which termination occurs (which bonus shall be prorated for the portion of the calendar year that has elapsed prior to the date of termination); and

• continuation of health benefits for a period of 12 months following the date of termination.

The severance payments and benefits described above will be paid upon the NEO’s execution of a general release of claims in favor of the Company and shall be subject to the NEO’s continued compliance with the confidentiality and proprietary rights covenant set forth in the severance agreement.

Change in Control Severance Agreements with Messrs. Andersen and Skaaden

The Company has entered into change in control severance agreements with Messrs. Andersen and Skaaden. The terms of the agreements are through September 2023 plus a one-year automatic renewal, or, if earlier, the date on which all payments or benefits required thereunder have been paid or provided in their entirety; provided that the term of each agreement will automatically be extended for 18 months following a change in control of the Company if the term would otherwise have expired during such period.

Each of the change in control severance agreements provide that, if the NEO’s employment is terminated by us without cause or if the executive resigns for good reason, in either case, within 60 days prior to or within 18 months following a change in control, the executive will be entitled to receive the following payments:

• a lump sum cash payment equal to 100% of the NEO’s annual base salary;

• the NEO’s target annual bonus for the calendar year in which termination occurs;

• continuation of health benefits for a period of up to 12 months following the date of termination; and

• immediate acceleration of vesting of the NEO’s outstanding equity awards (with any performance-based awards vesting at target, except to the extent alternative acceleration is specifically provided for pursuant to the grant documents) as of the later of the date of termination or the date of such change in control.

The severance benefits described above will be reduced by any severance benefits payable under their severance agreements and will be paid upon the NEO’s execution of a general release of claims in favor of the Company and shall be subject to the NEO’s continued compliance with the confidentiality and proprietary rights covenant set forth in the change in control severance agreement.

Defined Terms

For purposes of the Employment Agreement and the severance agreements and the change in control severance agreements, “cause” means, generally, an executive’s gross negligence or willful misconduct in the performance of his duties, the executive’s willful and habitual neglect of or failure to perform his duties, the executive’s commission of any material act of fraud, dishonesty or financial or accounting impropriety with respect to our Company which results in a personal benefit to the executive, the executive’s failure to cooperate with us in any investigation or formal proceeding initiated by a governmental authority or otherwise approved by Xperi’s board of directors or the audit committee of Xperi’s board of directors, the executive’s conviction of or plea of guilty or nolo contender to felony criminal conduct (other than moving vehicle violations), the executive’s material violation of our confidentiality and proprietary rights agreement or any similar agreement with the Company, or the executive’s material breach of any obligation or duty under the agreement or any written employment or other written policies of our Company.

For purposes of the Employment Agreement and the severance agreements and the change in control severance agreements, “good reason” means, generally, a material diminution in the executive’s authority, duties or responsibilities, a material diminution in the executive’s base compensation or target bonus opportunity, unless

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such a reduction is imposed across-the-board to senior management, a material change in the geographic location at which the executive must perform his duties, or any other action that constitutes our material breach of the agreement.

For purposes of the Employment Agreement and the change in control severance agreements, “change in control” is generally defined as:

• a merger or consolidation in which the Company is a party, or the sale of all or substantially all of the Company’s assets, in either case other than a transaction that results in our outstanding voting securities immediately before the transaction continuing to represent a majority of the voting power of the acquiring company’s outstanding voting securities; or

• the acquisition by any person of beneficial ownership of the Company’s securities representing more than 50% of the total combined voting power of the Company.

Xperi Inc. Equity Plans

In connection with the distribution, and prior to the distribution date, the board of directors of Xperi Inc. will adopt the Xperi Inc. 2022 Equity Incentive Plan, which we refer to as the Equity Incentive Plan. We expect the material terms of conditions of the Equity Incentive Plan to be substantially similar to the terms and conditions of Xperi’s 2020 Equity Incentive Plan. In addition to the Xperi equity awards that will be converted upon completion of the distribution, we will be permitted to grant new equity awards to our employees, consultants and directors for services rendered to Xperi Inc. and its subsidiaries in the form of stock options, restricted stock awards, restricted stock units, stock appreciation rights, dividend equivalents, performance awards and stock payments (or any combination thereof) under the Equity Incentive Plan. No awards may be granted under the Equity Incentive Plan prior to the distribution date.

Prior to the distribution date, we will also adopt the Xperi Inc. 2022 Employee Stock Purchase Plan, which we refer to as the ESPP. The ESPP will permit employees of Xperi Inc. and its designated subsidiaries to contribute a portion of their eligible compensation (after tax) through payroll deductions to purchase shares of Xperi Inc.’s common stock at a discount. No awards may be granted under the ESPP prior to the distribution date or its effective date, which will be October 1, 2022.

Xperi Inc. 2022 Equity Incentive Plan

Purpose

The purpose of the Equity Incentive Plan is to attract and retain the best available personnel for positions of responsibility and to provide additional incentive to promote the success and enhance the value of Xperi Inc. by linking the interests of employees of Xperi Inc. and its subsidiaries to those of its stockholders, and providing such persons with a chance to share in the value created by their efforts.

Share Reserve

The number of shares of Xperi Inc. common stock that may be issued pursuant to awards granted under the Equity Incentive Plan (including incentive stock options, which we refer to as ISOs) shall not exceed, in the aggregate, 10% of the total shares outstanding on the distribution date, plus an additional number of shares to reflect the converted Xperi equity awards which will be determined based on the final distribution ratio.

In addition, the number of shares of Xperi Inc. common stock reserved for issuance under the Equity Incentive Plan will automatically increase on the first day of each year, for a period of not more than ten years from the date the Equity Incentive Plan is approved by the stockholders of Xperi Inc., commencing on January 1, 2023 and ending on (and including) January 1, 2032, in an amount equal to the lesser of (A) five percent (5%) of the

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total number of shares of Xperi Inc. common stock outstanding on the last day of the month prior to the date of such automatic increase and (B) such smaller number of shares as determined by the board of directors of Xperi Inc. or a committee appointed by the board of directors of Xperi Inc.

The payment of dividend equivalents in cash in conjunction with any outstanding awards will not be counted against the shares available for issuance under the Equity Incentive Plan. To the extent that an award is forfeited, expires or is settled in cash, any shares subject to the award will be available for awards under the Equity Incentive Plan in an amount corresponding to the reduction in the share reserve previously made with respect to such award. Shares subject to a restricted stock award forfeited by a participant or repurchased by Xperi Inc. at a price not greater than the price originally paid by the participant will also again be available for awards under the Equity Incentive Plan in an amount corresponding to the reduction in the share reserve previously made with respect to such award. Finally, shares tendered or withheld to satisfy the exercise price of an option or SAR granted under the Equity Incentive Plan or any tax withholding obligation with respect to an award granted under the Equity Incentive Plan, and any shares subject to a SAR that are not issued in connection with the stock settlement of such award on exercise, will also again be available for awards under the Equity Incentive Plan. Notwithstanding the foregoing, shares repurchased by Xperi Inc. on the open market with the cash proceeds from the exercise of options or SARs granted under the Equity Incentive Plan will not be added to the shares authorized for grant under the Equity Incentive Plan.

Administration

The Equity Incentive Plan may generally be administered by the board of directors of Xperi Inc. or a committee appointed by the board of directors of Xperi Inc. (the board of directors of Xperi Inc. or any such committee, the “Committee”). The Committee may make any determinations deemed necessary or advisable for the Equity Incentive Plan. Specifically, the Committee has the authority to determine the fair market value of Xperi Inc. common stock, select the service providers to whom awards will be granted, determine the number of shares subject to each award, approve the forms of agreement for use under the Equity Incentive Plan, to determine the terms and conditions of any awards (such terms and conditions include, but are not limited to, the exercise price, the time or times when awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any award, based in each case on such factors as the Committee, in its sole discretion, shall determine), to prescribe, amend and rescind rules and regulations relating to the Equity Incentive Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws, and to construe and interpret the terms of the Equity Incentive Plan and awards granted pursuant to the Equity Incentive Plan. All decisions, determinations and interpretations of the Committee shall be final and binding on all holders. Notwithstanding the foregoing, the full board of directors of Xperi Inc. shall conduct the general administration of the Equity Incentive Plan with respect to awards granted to non-employee directors.

Eligibility

Employees, consultants and directors of Xperi Inc. or any of its participating subsidiaries are eligible to receive awards under the Equity Incentive Plan. However, only those employees and consultants who are selected to receive grants by the Committee may participate in the Equity Incentive Plan. No employee or consultant is entitled to participate in the Equity Incentive Plan as a matter of right nor does any such participation constitute assurance of continued employment.

Awards Under the Equity Incentive Plan

The Equity Incentive Plan provides that the Committee may grant or issue stock options, SARs, restricted stock, restricted stock units, dividend equivalents, performance awards and stock payments, or any combination thereof. Each award will be set forth in a separate agreement with the person receiving the award and will indicate the type, terms and conditions of the award.

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Nonqualified stock options, which we refer to as NQSOs, will provide for the right to purchase shares of Xperi Inc. common stock at a specified price which may not be less than one hundred-percent (100%) of the fair market value of a share of Xperi Inc. common stock on the date of grant, and usually will become exercisable (in the discretion of the Committee) in one or more installments after the grant date, subject to the participant’s continued employment or service with the company and/or subject to the satisfaction of performance criteria established by the Committee. NQSOs may be granted for any term specified by the Committee, which term may not exceed ten (10) years from the date of grant.

Incentive stock options will be designed to comply with the applicable provisions of the Code and will be subject to certain restrictions contained in the Code. Among such restrictions, ISOs must have an exercise price not less than one hundred-percent (100%) of the fair market value of a share of common stock on the date of grant, may only be granted to employees, must expire within a specified period of time following the optionee’s termination of employment, and must be exercised within ten (10) years after the date of grant; but may be subsequently modified to disqualify them from treatment as ISOs. The total fair market value of shares with respect to which an ISO is first exercisable by an optionee during any calendar year cannot exceed $100,000. To the extent this limit is exceeded, the options granted are NQSOs. In the case of an ISO granted to an individual who owns (or is deemed to own) at least ten-percent (10%) of the total combined voting power of all of Xperi Inc. classes of stock, the Equity Incentive Plan provides that the exercise price must be at least one hundred and ten-percent (110%) of the fair market value of a share of common stock on the date of grant and the ISO must expire no later than the fifth anniversary of the date of its grant.

Restricted stock awards may be sold to participants at various prices or granted with a nominal purchase price (which purchase price may not be less than par value) and may be made subject to such conditions or restrictions as may be determined by the Committee. Restricted stock, typically, may be repurchased by Xperi Inc. at the original purchase price, or forfeited if no cash consideration was paid by the participant at the time of grant, if the conditions or restrictions are not met. The Committee shall establish the purchase price, if any, and form of payment for each restricted stock award. A restricted stock award is accepted by the execution of a restricted stock purchase agreement between Xperi Inc. and the purchaser, accompanied by the payment of the purchase price for the shares. Purchasers of restricted stock, unlike recipients of options, will have voting rights and will receive dividends, if any, prior to the time when the restrictions lapse. Dividends may not be paid on restricted stock awards subject to vesting conditions unless and until such conditions are met.

Restricted stock units (including performance-based restricted stock units) may be awarded to participants, typically without payment of consideration, but subject to such vesting conditions as may be established by the Committee. Like restricted stock, restricted stock units may not be sold, or otherwise hypothecated or transferred except to certain permitted transferees as set forth in the Equity Incentive Plan, until vesting conditions are removed or expire. Unlike restricted stock, restricted stock units will not be issued until the restricted stock unit award has vested, and recipients of restricted stock units generally will have no voting or dividend rights prior to the time when vesting conditions are satisfied.

SARs, granted by the Committee typically will provide for payments, if any, to the holder based upon increases in the price of Xperi Inc. common stock over the exercise price of the SAR. The exercise price of a SAR may not be less than one hundred-percent (100%) of the fair market value of Xperi Inc. common stock on the date of grant. The Committee may elect to pay SARs in cash or in ordinary shares or in a combination of both. SARs granted under the Equity Incentive Plan may not have a term that exceeds ten (10) years from the date of grant.

Dividend equivalents represent the value of the dividends, if any, per share paid by Xperi Inc., calculated with reference to the number of shares covered by the awards held by the participant. Dividend equivalents will not be awarded in respect of stock options or SARs. Dividends and dividend equivalents may not be paid on awards subject to vesting conditions unless and until such conditions are met.

Performance awards may be granted by the Committee on an individual or group basis. The Committee may grant performance awards under the Equity Incentive Plan that are paid, vest or become exercisable upon the

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attainment of performance criteria as set forth in the Equity Incentive Plan or other specific performance criteria determined appropriate by the Committee, determined on a specified date or dates determined by the Committee. Generally, these awards will be based upon the attainment of specific performance goals that are established by the Committee and relate to one or more performance criteria on a specified date or dates determined by the Committee.

Stock Payments may be authorized by the Committee in the form of shares of Xperi Inc. common stock. Stock payments may be based upon the performance criteria as set forth in the Equity Incentive Plan or other specific performance criteria determined appropriate by the Committee, determined on the date such stock payment is made or on any date thereafter.

Award Limits

The maximum aggregate number of shares that may be subject to one or more awards granted to any participant pursuant to the Equity Incentive Plan during any calendar year cannot exceed 1,500,000 shares. However, this number may be adjusted to take into account equity restructurings and certain other corporate transactions as described below. In addition, the maximum aggregate amount of cash that may be paid to any one person during any calendar year with respect to one or more awards initially payable in cash shall be $1,500,000. Finally, the maximum aggregate grant date fair value of awards granted to a non-employee director as compensation for services as a non-employee director in any calendar year shall be $750,000.

Forfeiture, Recoupment and Clawback Provisions

Pursuant to its general authority to determine the terms and conditions applicable to awards under the Equity Incentive Plan, the Committee has the right to provide, in an award agreement or otherwise, that an award shall be subject to the provisions of any recoupment or clawback policies implemented by Xperi Inc., including, without limitation, any recoupment or clawback policies adopted to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder.

Awards Not Transferable

Awards may generally not be sold, pledged, transferred or disposed of in any manner other than by will or by the laws of descent and distribution. The Committee may allow awards other than ISOs to be transferable pursuant to qualified domestic relations orders. ISOs may not be transferable. If the Committee makes an award transferable, such award shall contain such additional terms and conditions as the Committee deems appropriate.

Adjustments Upon Changes in Capitalization

In the event of any dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off, recapitalization or other distribution of assets (other than normal cash dividends) to Xperi Inc. stockholders or any other change affecting Xperi Inc. common stock (other than an equity restructuring), the Committee may make appropriate adjustments in the number and type of shares of stock subject to the Equity Incentive Plan, the terms and conditions of any award outstanding under the Equity Incentive Plan, and the grant or exercise price of any such award. In the event of an equity restructuring, the number and type of securities subject to each outstanding award and the grant or exercise price per share for each outstanding award, if applicable, will be proportionately adjusted. Adjustments in the event of an equity restructuring will not be discretionary.

In the event of a change of control, as defined in the Equity Incentive Plan, each outstanding award may be assumed or an equivalent option or right may be substituted by the successor corporation. The vesting of each outstanding award shall be subject to accelerated vesting such that one hundred (100%) of the awards will become vested and exercisable or payable, as applicable, if the successor corporation refuses to assume the awards, or to substitute with substantially equivalent awards.

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Amendment and Termination of the Equity Incentive Plan

The Committee may suspend or terminate the Equity Incentive Plan, or any part thereof, at any time and for any reason. The Committee may also amend the Equity Incentive Plan from time to time, except that the Committee may not, without prior stockholder approval, amend the Equity Incentive Plan in any manner that would increase the maximum number of shares issuable pursuant to awards granted under the Equity Incentive Plan, increase the individual award limits, or that would require stockholder approval to comply with any applicable laws, regulations or rules. No action by the Committee or stockholders may alter or impair any award previously granted under the Equity Incentive Plan without the consent of the holder. The Equity Incentive Plan will continue until the tenth anniversary of its effective date, unless terminated earlier by the board of directors of Xperi Inc.

No Repricing of Awards

The Equity Incentive Plan does not permit the Committee, without stockholder approval, to amend the terms of any outstanding option or SAR award under the Equity Incentive Plan to reduce its exercise price or cancel and replace any outstanding option or SAR award for cash or another award when the exercise price per share exceeds the fair market value of the underlying shares.

U.S. Federal Income Tax Consequences

The following is a general summary under current law of the material U.S. federal income tax consequences to participants in the Equity Incentive Plan. This summary deals with the general tax principles that apply and is provided only for general information. Some kinds of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. Tax laws are complex and subject to change and may vary depending on individual circumstances and from locality to locality. The summary does not discuss all aspects of U.S. federal income taxation that may be relevant in light of a holder’s personal investment circumstances and a participant receiving an award should rely on the advice of his or her legal and tax advisors. This summarized tax information is not tax advice.

Non-Qualified Stock Options

For federal income tax purposes, if an optionee is granted NQSOs under the Equity Incentive Plan, the optionee will not have taxable income on the grant of the option, nor will we be entitled to any deduction. Generally, on exercise of NQSOs the optionee will recognize ordinary income, and we will be entitled to a deduction subject to the limit on deductibility of compensation under Section 162(m) of the Code as described below, in an amount equal to the difference between the option exercise price and the fair market value of a common share on the date each such option is exercised. The optionee’s basis for the stock for purposes of determining gain or loss on subsequent disposition of such shares generally will be the fair market value of the common stock on the date the optionee exercises such option. Any subsequent gain or loss will be generally taxable as capital gains or losses.

Incentive Stock Options

There is no taxable income to an optionee when an optionee is granted an ISO or when that option is exercised. However, the amount by which the fair market value of the shares at the time of exercise exceeds the option price will be an “item of adjustment” for the optionee for purposes of the alternative minimum tax. Gain realized by the optionee on the sale of an ISO is taxable at capital gains rates, and no tax deduction is available to us, unless the optionee disposes of the shares within (1) two years after the date of grant of the option or (2) within one year of the date the shares were transferred to the optionee. If the common shares are sold or otherwise disposed of before the end of the two-year and one-year periods specified above, the difference between the option exercise price and the fair market value of the shares on the date of the option’s exercise will be taxed at ordinary income rates, and we will be entitled to a deduction to the extent the optionee must recognize ordinary income subject to

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the limit on deductibility of compensation under Section 162(m) of the Code as described below. If such a sale or disposition takes place in the year in which the optionee exercises the option, the income the optionee recognizes upon sale or disposition of the shares will not be considered income for alternative minimum tax purposes. Otherwise, if the optionee sells or otherwise disposes of the shares before the end of the two-year and one-year periods specified above, the maximum amount that will be included as alternative minimum tax income is the gain, if any, the optionee recognizes on the disposition of the shares.

An ISO exercised more than three months after an optionee terminates employment, other than by reason of death or disability, will be taxed as a NQSO, and the optionee will have been deemed to have received income on the exercise taxable at ordinary income rates. We will be entitled to a tax deduction equal to the ordinary income, if any, realized by the optionee.

Stock Appreciation Rights

In the case of SARs granted with an exercise price equal to the fair market value of our common stock on the date of grant, no taxable income is realized upon the receipt of the SAR, but upon exercise of the SAR, the fair market value of the shares received, determined on the date of exercise of the SAR, or the amount of cash received in lieu of shares, must be treated as compensation taxable as ordinary income to the recipient in the year of such exercise. We will be entitled to a deduction for compensation paid in the same amount which the recipient realized as ordinary income subject to the limit on deductibility of compensation under Section 162(m) of the Code as described below.

Restricted Stock and Restricted Stock Units

An employee to whom restricted stock or restricted stock units is issued generally will not recognize taxable income upon such issuance and we generally will not then be entitled to a deduction unless, with respect to restricted stock, an election is made by the participant under Section 83(b) of the Code. However, when restrictions on shares of restricted stock lapse, such that the shares are no longer subject to a substantial risk of forfeiture, the employee generally will recognize ordinary income and we generally will be entitled to a deduction for an amount equal to the excess of the fair market value of the shares at the date such restrictions lapse over the purchase price subject to the limit on deductibility of compensation under Section 162(m) of the Code as described below. If a timely election is made under Section 83(b) with respect to restricted stock, the participant generally will recognize ordinary income on the date of the issuance equal to the excess, if any, of the fair market value of the shares at that date over the purchase price therefore, and we will be entitled to a deduction for the same amount subject to the limit on deductibility of compensation under Section 162(m) of the Code as described below. Similarly, when restricted stock units vest and the underlying shares of common stock are issued to the participant, the participant generally will recognize ordinary income and we generally will be entitled to a deduction for the amount equal to the fair market value of the shares at the date of issuance subject to the limit on deductibility of compensation under Section 162(m) of the Code as described below. A Section 83(b) election is not permitted with regard to the grant of restricted stock units.

Dividend Equivalents

A recipient of a dividend equivalent award generally will not recognize taxable income at the time of grant, and we will not be entitled to a deduction at that time. When a dividend equivalent is paid, the participant generally will recognize ordinary income, and we will be entitled to a corresponding deduction subject to the limit on deductibility of compensation under Section 162(m) of the Code as described below.

Performance Awards

A participant who has been granted a performance award generally will not recognize taxable income at the time of grant, and we will not be entitled to a deduction at that time. When an award is paid, whether in cash or

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common shares, the participant generally will recognize ordinary income, and we will be entitled to a corresponding deduction subject to the limit on deductibility of compensation under Section 162(m) of the Code as described below.

Stock Payments

A participant who receives a stock payment will generally be taxed as if the cash payment has been received, and we generally will be entitled to a deduction for the same amount subject to the limit on deductibility of compensation under Section 162(m) of the Code as described below.

Section 409A

Certain types of awards under the Equity Incentive Plan may constitute, or provide for, a deferral of compensation subject to Section 409A of the Code. Unless certain requirements set forth in Section 409A of the Code are complied with, holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% penalty tax (and, potentially, certain interest penalties and additional state taxes). To the extent applicable, the Equity Incentive Plan and awards granted under the Equity Incentive Plan are intended to be structured and interpreted in a manner intended to either comply with or be exempt from Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance that may be issued under Section 409A of the Code. To the extent determined necessary or appropriate by the Committee, the Equity Incentive Plan and applicable award agreements may be amended to further comply with Section 409A of the Code or to exempt the applicable awards from Section 409A of the Code.

Section 162(m) Limitation

Section 162(m) of the Code generally disallows a tax deduction to a publicly-held company for compensation in excess of $1 million paid to its “covered employees” which generally includes all NEOs. While the Committee considers the tax deductibility of each element of executive compensation as a factor in our overall compensation program, the Committee retains the discretion to approve compensation that may not qualify for the compensation deduction.

Xperi Inc. 2022 Employee Stock Purchase Plan

Purpose

The purpose of the ESPP is to assist employees of Xperi Inc. and its designated subsidiaries in acquiring a stock ownership interest in Xperi Inc. and to help employees provide for their future security and to encourage them to remain in the employment of Xperi Inc. and its designated subsidiaries.

Share Reserve

The maximum number of shares of Xperi Inc. common stock reserved for issuance under the ESPP is initially limited to 3,000,000 shares of Xperi Inc. common stock, all of which will be available for future issuance.

Administration

The ESPP may generally be administered by the board of directors of Xperi Inc. or a committee appointed by the board, which we refer to as the Committee.

Plan Structure

The ESPP’s plan document is an omnibus document which includes the primary plan document (the “Statutory Plan”) designed to permit offerings of grants to employees of Xperi Inc. and any subsidiary of Xperi Inc. where

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such offerings are intended to satisfy the requirements of Section 423 of the IRC (although Xperi Inc. makes no undertaking nor representation to obtain or maintain qualification under Section 423 for any subsidiary, individual, offering or grant) and also a separate international plan (the “Non-Statutory Plan”) which permits offerings of grants to employees of certain non-U.S. subsidiaries that are not intended to satisfy the requirements of Section 423 of the Code. The Statutory Plan shall be a separate and independent plan from the Non-Statutory Plan, provided, however, that the total number of shares authorized to be issued under the Plan applies in the aggregate to both the Statutory Plan and the Non-Statutory Plan. Offerings under the Non-Statutory Plan may be made to achieve desired tax or other objectives in particular locations outside the United States or to comply with local laws applicable to offerings in such foreign jurisdictions.

Eligibility

Only employees of Xperi Inc. and any of its majority-owned subsidiaries which have been designated by the board as participating companies under the ESPP may participate in the ESPP. For this purpose, an “employee” is any person who is regularly employed at least twenty (20) hours per week (except as otherwise required by applicable local laws) and five (5) months per calendar year by Xperi Inc. or any of its designated subsidiaries. No employee will be permitted to subscribe for shares under the ESPP if, immediately upon purchase of the shares, the employee would own five percent (5%) or more of the total combined voting power or value of all classes of stock of Xperi Inc. or its subsidiaries (including stock issuable upon exercise of options held by him or her), nor will any employee be granted a purchase right that would permit him or her to buy more than $25,000 worth of stock under the ESPP in any calendar year (valued at the time such purchase right is granted) for each calendar year during which such purchase right is outstanding at any time. If the grant of a purchase right under the ESPP to any employee of a designated subsidiary who is a citizen or resident of a foreign jurisdiction would be prohibited under the laws of such foreign jurisdiction, as determined by the Committee in its sole discretion, such employee will not be permitted to participate in the ESPP.

Offering Periods

The ESPP is implemented by a series of consecutive, overlapping twenty-four (24)-month offering periods, commencing December 1 and June 1 of each year. The Committee may change the duration and timing of offering periods under the ESPP, but in no event may an offering period exceed twenty-seven (27) months. Each offering period is comprised of four (4) six (6)-month purchase periods. Each purchase period will be approximately six (6) months long and will commence on December 1 or June 1 (or the next day on which Xperi Inc. stock is actively traded, if not actively traded on the relevant September 1 or March 1). Purchase dates are currently set for the last trading day in each six (6)-month purchase period during an offering period and will generally occur on each August 31 and February 28 (or the immediately preceding day on which Xperi Inc. stock is actively traded, if not actively traded on the relevant August 31 or February 28). The Committee may change the frequency or duration of the purchase periods in the future. If the fair market value of Xperi Inc. common stock on any purchase date is less than the fair market value on the first trading day of that offering period, then that offering period will immediately terminate and a new twenty-four (24) month offering period and a new six (6)-month purchase period will commence the day following that purchase date. Subject to the eligibility requirements described above and completion of all required enrollment documentation, an employee will be able to participate in the ESPP on the first day of the first offering period beginning on or after the date on which such employee starts employment.

Purchase Price

The purchase price per share at which shares will be purchased during each purchase period under the ESPP is 85% of the lower of either (a) Xperi Inc. common stock’s fair market value on the first trading day of the offering period or (b) Xperi Inc. common stock’s fair market value on the applicable purchase date. The fair market value of Xperi Inc. common stock on a given date is the closing price as reported by Nasdaq.

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Payment of Purchase Price; Payroll Deductions

Participants may contribute up to one hundred percent (100%) of their eligible compensation (after tax) through payroll deductions, or such lesser amount as determined by the Committee, and the accumulated deductions will be applied to the purchase of shares on each semi-annual purchase date. All payroll deductions made for a participant are credited to the participant’s account under the ESPP and are included with the general funds of Xperi Inc. Funds received upon purchase of stock under the ESPP will be used for general corporate purposes. An employee may purchase up to 8,000 shares during an offering period under the ESPP and up to 2,000 shares during any six (6)-month purchase period. Any payroll deductions not applied to the purchase of shares due to the application of this limitation will be refunded to the participant. Participants may buy a fraction of a share to the extent permitted by the Committee. Notwithstanding the foregoing, the Committee may exercise discretion in the treatment of any fractional shares including, without limitation, electing to refund payroll deductions attributable to fractional shares or holding such amounts for the purchase of shares as the next exercise date.

Withdrawal

A participant may withdraw from the ESPP by signing and delivering a notice of withdrawal from the ESPP prior to the last day of the offering period.

Termination of Employment

Termination of a participant’s employment for any reason cancels his or her participation in the ESPP immediately. In such event, the payroll deductions credited to the participant’s account will be returned without interest to such participant. A transfer of employment from one participating company to another will not constitute a termination of employment for purposes of the ESPP.

Share Proration

If the number of shares to be purchased exceeds either the number of shares available under the ESPP on either the first day of an offering period or the purchase date, then the available shares may be allocated among the participants on a pro rata basis, and the payroll deductions of each participant, to the extent in excess of the aggregate purchase price payable for Xperi Inc. common stock prorated to such individual, will be refunded to such participant.

Capital Changes

In the event of any increase or decrease in the number of shares of Xperi Inc. common stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification or any other increase or decrease effected without Xperi Inc.’s receipt of consideration, the number of shares reserved under the ESPP and the price per share and number of shares of Xperi Inc. common stock covered by each outstanding purchase right will be adjusted proportionately. Such adjustments will be made by the board whose determination in that respect will be final, binding and conclusive.

Effect of Sale of Assets or Merger

In the event of Xperi Inc.’s merger with or into another corporation, or the sale of substantially all of Xperi Inc.’s assets, the ESPP will be assumed or an equivalent purchase right will be substituted for by the successor corporation (or a parent or subsidiary of such successor corporation). If the successor corporation (or a parent or subsidiary of such successor corporation) refuses to assume the purchase rights under the ESPP or to provide equivalent rights, the purchase period and offering periods then in progress will be shortened and a new purchase date will be set.

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Amendment and Termination of the ESPP

The ESPP may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the board of directors of Xperi Inc. Stockholder approval of any such amendment or modification will be obtained to the extent necessary to comply with any applicable law, regulation or stock exchange rule. The ESPP will be in effect until the share reserve is exhausted, unless the board terminates the ESPP at an earlier date.

U.S. Federal Income Tax Consequences

The following is a general summary under current law of the material U.S. federal income tax consequences to an employee who participates in the ESPP. This summary deals with the general federal income tax principles that apply and is provided only for general information. Some kinds of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. Tax laws are complex and subject to change and may vary depending on individual circumstances and from locality to locality. The summary does not discuss all aspects of federal income taxation that may be relevant in light of a participant’s personal circumstances. This summarized tax information is not tax advice and a participant in the ESPP should rely on the advice of his or her legal and tax advisors.

The ESPP, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Section 423 of the Code. Under the applicable Code provisions, no income will be taxable to a participant until the sale or other disposition of the shares purchased under the ESPP. Upon such sale or disposition, the participant will generally be subject to tax in an amount that depends upon the length of time such shares are held by the participant prior to disposing of them. If the shares are sold or disposed of more than two years from the first day of the offering period during which the shares were purchased and one year from the date of purchase, or if the participant dies while holding the shares, the participant (or his or her estate) will recognize ordinary income measured as the lesser of (1) the excess of the fair market value of the shares at the time of such sale or disposition over the purchase price or (2) an amount equal to 15% of the fair market value of the shares as of the first day of the offering period. Any additional gain will be treated as long-term capital gain. If the shares are held for the holding periods described above but are sold for a price that is less than the purchase price, there is no ordinary income and the participating employee has a long-term capital loss for the difference between the sale price and the purchase price.

If the shares are sold or otherwise disposed of before the expiration of the holding periods described above, the participant will recognize ordinary income generally measured as the excess of the fair market value of the shares on the date the shares are purchased over the purchase price. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on how long the shares were held following the date they were purchased by the participant prior to disposing of them.

We are not entitled to a deduction for amounts taxed as ordinary income or capital gain to a participant except to the extent of ordinary income recognized upon a sale or disposition of shares prior to the expiration of the holding periods described above.

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DIRECTOR COMPENSATION

Xperi Practice

Xperi uses a combination of cash and stock-based incentive compensation to attract and retain independent, qualified candidates to serve on its board of directors (“Board”). Xperi currently pays each of its non-employee directors an annual retainer of $50,000. Xperi currently pays its non-executive chairman an additional annual retainer of $50,000. In addition, Xperi pays each of its non-employee directors the following annual retainers for their service as a member, or chair, as applicable, of its Board committees:

Annual Retainers for Committee Members:
Audit Committee	$	12,000
Compensation Committee	$	8,000
Nominating and Corporate Governance Committee	$	6,000
Annual Retainers for Committee Chairs:
Audit Committee	$	25,000
Compensation Committee	$	20,000
Nominating and Corporate Governance Committee	$	15,000

All Board and committee retainers are paid in equal quarterly installments over the course of each year of a director’s service on the Board or applicable committee. Xperi also reimburses all non-employee directors for reasonable expenses related to Board or committee meetings. Each of Xperi’s non-employee directors receives restricted stock units covering shares of Xperi’s common stock under its stockholder-approved equity plan. The number of shares of common stock subject to the restricted stock unit award is determined by dividing (1) $190,000 (“Restricted Stock Unit Amount”) by (2) the fair market value per share of our common stock on the date of grant. A non-employee director who is initially appointed after any annual meeting of stockholders will receive a restricted stock unit award on the date of his or her initial appointment to the Board equal to the pro-rated amount of the annual grant. Annual restricted stock unit awards (or any pro-rated grants for directors initially appointed between annual meetings) vest on the earlier to occur of the first anniversary of the date of grant or the next annual meeting of stockholders.

The Xperi Compensation Committee reviews director compensation bi-annually, assisted by an independent compensation consultant, currently Compensia. In setting director compensation, Xperi considered various factors including market comparison studies and trends, the responsibilities of directors generally, including committee chairs, and the significant amount of time that directors expend in fulfilling their duties. In establishing the non-employee director compensation recommendations, the Xperi Compensation Committee utilized a balance of cash and equity, with the majority of the compensation delivered through equity grants. Directors who also serve as employees of Xperi do not receive payment for service as directors.

Stock Ownership Guidelines. Xperi’s non-employee directors are subject to Xperi’s stock ownership guidelines, which require each non-employee director to own common stock of Xperi with a market value equal to three times (3x) the value of the non-employee director’s annual cash retainer (excluding any annual cash retainer for committee membership or chairmanship) for as long as he or she remains a non-employee director.

Going Forward

We expect to use a combination of cash and equity-based compensation to attract and retain qualified candidates to serve on our board of directors. In setting director compensation, our board of directors expects to be guided by similar principles as Xperi. Our board of directors is also expected to adopt stock ownership guidelines for non-employee directors that largely resembles Xperi’s stock ownership guidelines.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Agreements with Adeia

In connection with the intended separation of Xperi into two independent publicly traded companies, we and Xperi (which will, after the separation of Xperi Inc., become Adeia) will enter into certain agreements that will effect the separation of Xperi’s product and IP licensing businesses, including by providing for the attribution between us and Adeia of Xperi’s assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities), and provide a framework for our relationship following the distribution with Adeia. The following is a summary of the material terms of certain of these agreements.

Separation and Distribution Agreement

Prior to the separation and distribution, we intend to enter into a separation and distribution agreement with Adeia. The separation and distribution agreement will set forth our agreement with Adeia regarding the principal actions to be taken in connection with the separation, including those related to the Internal Reorganization and the Business Realignment. It will also set forth other agreements that govern certain aspects of our relationship with Adeia following the separation and distribution. This summary of the separation and distribution agreement is qualified in its entirety by reference to the full text of the agreement, the form of which is incorporated by reference herein and filed as Exhibit 2.1 to the Form 10 of which this information statement forms a part.

Transfer of Assets and Assumption of Liabilities. The separation and distribution agreement will identify assets and liabilities to be allocated to each of us and Adeia as part of the separation. We note, however that (a) the allocation of employee-related liabilities (including pension liabilities) and related assets is set forth in the employee matters agreement (see the section below entitled “—Employee Matters Agreement” for a summary of such allocation) and (b) the allocation of tax liabilities and assets is set forth in the tax matters agreement (see the section below entitled “—Tax Matters Agreement” for a summary of such allocation). In particular, the separation and distribution agreement will provide that, subject to the terms and conditions contained in the separation and distribution agreement:

Assets

• Generally, assets primarily related to the product business will be assigned to or retained by us;

• We will be allocated the equity interests of subsidiaries that are intended to be our subsidiaries after the distributions (which includes the subsidiaries listed in Exhibit 21.1 to the Form 10 of which this information statement forms a part);

• We will accept or retain certain real property set forth on a schedule and Adeia will accept or retain certain real property set forth on a schedule ;

• Generally, we will be allocated all of the financial assets that are related to the product business and financial assets of Xperi that are not related to the IP licensing business;

• Generally, Adeia will be allocated all of the financial assets that are related to the IP licensing business and financial assets of Xperi that are not related to the product business;

• We will be allocated the Xperi and TiVo name and all Xperi and TiVo brands and Adeia will be allocated the Adeia name and all Adeia brands, subject to certain licenses to use certain trademark names and for purposes of publicity, and those cross business licenses described in more detail in the section below entitled “—Cross Business License Agreement”;

Liabilities

• Generally, liabilities primarily related to the product business will be assigned to or retained by us;

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• Each of us and Adeia will generally retain or assume any liabilities (including under applicable federal and state securities laws) relating to any disclosure document filed or furnished with the SEC in connection with the separation (including, with respect to us, the Form 10 of which this information statement forms a part) based on information supplied by Xperi;

• Xperi liabilities for borrowed money that were incurred or guaranteed by Adeia will be retained or assumed by Adeia;

• Xperi liabilities for borrowed money that were incurred or guaranteed by us will be retained or assumed by us or the applicable subsidiary;

• Generally, Adeia will be allocated all of the financial liabilities that are related to the IP licensing business and the financial liabilities of Xperi that are not related to the product business;

• Generally, we will be allocated all of the financial liabilities that are related to the product business and the financial liabilities of Xperi that are not related to the IP licensing business;

• We will be allocated 25% and Adeia will be allocated 75% of certain general corporate liabilities of Xperi, in each case incurred on or prior to the applicable distribution date, including liabilities of Xperi related to (i) Xperi’s filings with the SEC (other than actions arising out of disclosure documents distributed or filed relating to the distribution), (ii) documents distributed or filed by Xperi relating to indebtedness of the product business or the IP licensing business, (iii) Xperi’s corporate and legal compliance and other corporate level actions, (iv) claims made by or on behalf of holders of any of Xperi’s securities and (v) separation expenses that were not allocated to any specific party in connection with the separation under the separation and distribution agreement;

Except as may expressly be set forth in the separation and distribution agreement or any ancillary agreement, all assets will be transferred on an “as is,” “where is” basis and the transferee will bear the economic and legal risks that (i) any conveyance will prove to be insufficient to vest in the transferee good title, free and clear of any security interest, and (ii) any necessary consents or governmental approvals are not obtained or that any requirements of laws or judgments are not complied with. In general, none of us or Adeia will make any representations or warranties regarding any assets or liabilities transferred or assumed, any consents or governmental approvals that may be required in connection with such transfers or assumptions, or any other matters.

Information in this information statement with respect to the assets and liabilities of the parties following the separation is presented based on the allocation of such assets and liabilities pursuant to the separation and distribution agreement, unless the context otherwise requires. Certain of the liabilities and obligations to be assumed by a party or for which a party will have an indemnification obligation under the separation and distribution agreement and the other agreements relating to the separation are, and following the separation may continue to be, the legal or contractual liabilities or obligations of another party. Such party that continues to be subject to such legal or contractual liability or obligation will rely on the other party that assumed the liability or obligation or the other party that undertook an indemnification obligation with respect to the liability or obligation, as applicable, under the separation and distribution agreement, to satisfy the performance and payment obligations or indemnification obligations with respect to such legal or contractual liability or obligation.

Further Assurances. To the extent that any transfers of assets or assumptions of liabilities contemplated by the separation and distribution agreement have not been consummated on or prior to the applicable distribution date, the parties will agree to cooperate with each other to effect such transfers or assumptions while holding such assets or liabilities for the benefit of the appropriate party so that all the benefits and burdens relating to such asset or liability inure to the party entitled to receive or assume such asset or liability. Each party will agree to use commercially reasonable efforts to take or to cause to be taken all actions, and to do, or to cause to be done, all things reasonably necessary under applicable law or contractual obligations to consummate and make effective the transactions contemplated by the separation and distribution agreement.

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The Distribution. The separation and distribution agreement will govern the rights and obligations of the parties regarding the distribution and certain actions that must occur prior to the distribution.

Xperi will cause its agent to distribute to holders of record of Xperi common stock as of the applicable record date all of the then-issued and outstanding shares of Xperi Inc. common stock. Xperi will have the sole and absolute discretion to determine the terms of, and whether to proceed with, the distribution and, to the extent it determines to so proceed, to determine the date of the distribution.

Conditions. The separation and distribution agreement will provide that the distribution is subject to several conditions that must be satisfied or waived by Adeia in its sole discretion. For further information regarding these conditions, see the section entitled “The Separation and Distribution—Conditions to the Distribution.”

Shared Contracts. Generally, shared contracts will be assigned in part if so assignable, or amended, bifurcated or replicated to facilitate the separation of our business from Xperi so that the appropriate party receives the rights and benefits and assumes the related portion of any liabilities inuring to the business of the appropriate party, and each party will use commercially reasonable efforts to obtain the consents required to partially assign, amend, bifurcate or replicate any shared contract.

Intercompany Accounts. The separation and distribution agreement will provide that, subject to certain specified exceptions in the separation and distribution agreement, schedules or any ancillary agreement, certain accounts that were formerly intercompany accounts within Xperi will be settled prior to the completion of the Business Realignment (or, as between members of Xperi that will be subsidiaries of us or Adeia, prior to the distribution).

Release of Claims and Indemnification. Except as otherwise provided in the separation and distribution agreement, each party will release and forever discharge the other party and its subsidiaries and affiliates from all liabilities existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the separation. The releases will not extend to obligations or liabilities under any agreements between the parties that remain in effect following the separation pursuant to the separation and distribution agreement or any ancillary agreement. These releases will be subject to certain exceptions set forth in the separation and distribution agreement.

The separation and distribution agreement will provide for cross-indemnities that, except as otherwise provided in the separation and distribution agreement, are principally designed to place financial responsibility for the obligations and liabilities allocated to us under the separation and distribution agreement and financial responsibility for the obligations and liabilities allocated to Adeia under the separation and distribution agreement. Specifically, each party will indemnify, defend and hold harmless the other party, its affiliates and subsidiaries and each of its officers, directors, employees and agents for any losses to the extent relating to, arising out of or resulting from:

• the liabilities each party assumed or retained pursuant to the separation and distribution agreement (or any third-party claim that would, if resolved in favor of the claimant, constitute such a liability); and

• any breach by such party of any provision of the separation and distribution agreement.

Each party’s indemnification obligations will be uncapped; provided that the amount of each party’s indemnification obligations will be subject to reduction by any insurance proceeds or other third-party proceeds received by the party being indemnified that reduce the amount of the loss. In addition, a party’s indemnifiable losses will be subject to, in certain cases, a “de minimis” threshold amount and, in certain cases, a deductible amount. The separation and distribution agreement will also specify procedures with respect to claims subject to indemnification and related matters. Indemnification with respect to taxes will be governed by the tax matters agreement.

Legal Matters. Except as otherwise set forth in the separation and distribution agreement or any ancillary agreement, each party to the separation and distribution agreement will assume the liability for, and control of, all pending and threatened legal matters related to the liabilities it has been allocated and (unless allocated specifically to one of the other parties) its ongoing business and will indemnify the other party for its indemnifiable losses, if any, arising out of or resulting from such assumed legal matters.

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Each party to a claim will agree to cooperate in defending any claims against the other party for events that took place prior to, on or after the date of the separation.

Insurance. Following the separation, we will generally be responsible for obtaining and maintaining, at our own cost, our own insurance coverage for liabilities for which we are assuming responsibility, although we will continue to have coverage under certain of Xperi’s insurance policies for certain matters that are related to occurrences prior to the separation, subject to the terms, conditions and exclusions of such policies. Such insurance coverage generally will be shared with Adeia for other liabilities existing prior to the date of the distribution that Adeia retained.

Dispute Resolution. Except as otherwise set forth in the separation and distribution agreement, if a dispute arises between us and Adeia under the separation and distribution agreement, the general counsels of the parties and such other executive officers as the parties may designate will negotiate to resolve any disputes for a reasonable period of time. If the parties are unable to resolve the dispute in this manner, then the dispute will be resolved through binding arbitration.

Other Matters Governed by the Separation and Distribution Agreement. Other matters governed by the separation and distribution agreement include access to financial and other information, confidentiality, access to and provision of records and separation of guarantees and other credit support instruments.

Tax Matters Agreement

Prior to the separation and distribution, we intend to enter into a tax matters agreement with Adeia, which will generally govern our respective rights, responsibilities, and obligations with respect to taxes, including taxes arising in the ordinary course of business, taxes, if any, incurred as a result of any failure of the distribution or certain related transactions to qualify as tax-free, and the apportionment of tax attributes. The tax matters agreement also sets forth the respective obligations of the parties with respect to the filing of tax returns, the administration of tax contests, and assistance and cooperation on tax matters. This summary of the tax matters agreement is qualified in its entirety by reference to the full text of the agreement, the form of which is incorporated by reference herein and filed as Exhibit 10.1 to the Form 10 of which this information statement forms a part.

In general, the tax matters agreement governs the rights and obligations of Adeia, on the one hand, and us, on the other hand, after the distribution with respect to taxes for both pre-distribution and post-distribution periods. Under the tax matters agreement, (a) each party will be responsible for any taxes imposed on either party or their respective subsidiaries that arise from the failure of the distribution and/or certain related transactions to qualify as tax-free transactions to the extent that such failure is attributable to certain actions taken by such party or such party’s subsidiaries, (b) Adeia will generally be responsible for (i) taxes payable by Adeia and any of its subsidiaries after the distribution (including any taxes imposed due to an adjustment of taxes due and payable prior to the distribution), and (ii) to the extent not otherwise described in clause (b)(i), taxes required to be paid with respect to any U.S. federal consolidated income tax return and any other consolidated, combined, unitary, or similar income tax return for any taxable period (or portion thereof) ending on or before the distribution date that is required to be filed by any member of the Adeia or our affiliated groups as common parent, in each case other than any such taxes for which we will be responsible pursuant to (a), and (c) we will generally be responsible for taxes payable by us and any of our subsidiaries after the distribution (including any taxes imposed due to an adjustment of taxes due and payable prior to the distribution), other than any such taxes for which Adeia will be responsible pursuant to (a).

The tax matters agreement will also assign responsibilities for administrative matters, such as the filing of returns, retention of records, and conduct of audits, examinations, or similar proceedings. In addition, the tax matters agreement will provide for cooperation and information sharing with respect to tax matters.

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Adeia will generally be responsible for preparing and filing any tax return that is required to be filed by Adeia or any of its subsidiaries (as determined immediately after the distribution) under applicable law, which tax returns may include us and/or certain of our subsidiaries to the extent such tax returns relate to periods prior to the distribution. We will generally be responsible for preparing and filing any tax return that is required to be filed by us or any of our subsidiaries (as determined immediately after the distribution) under applicable law, which tax returns may include certain of Adeia’s subsidiaries to the extent such tax returns relate to periods prior to the distribution.

The party that would be primarily responsible for taxes resulting from an audit, examination, or similar proceeding will generally have exclusive authority to control such audit, examination, or similar proceeding, with customary participation and settlement rights for the other party.

We and Adeia will generally be entitled to any tax refund to the extent that we or Adeia, respectively, are responsible for the underlying tax that is refunded.

In addition, during the two-year period following the distribution, the tax matters agreement will generally prohibit us and our subsidiaries from taking certain actions that could cause the distribution and certain related transactions, including certain transactions undertaken pursuant to the Internal Reorganization and Business Realignment, to fail to qualify as tax-free transactions. If we or our subsidiaries intend to take an action that is otherwise prohibited as described above, we are generally required to first obtain a favorable IRS ruling or an unqualified tax opinion, in each case in form and substance reasonably satisfactory to Adeia, that such action will not affect the tax-free status of the distribution and/or relevant related transactions, as the case may be. If we or our subsidiaries take any of the actions described above and such action results in losses to Adeia, we generally will be required under the tax matters agreement to indemnify Adeia for such losses, without regard to whether Adeia has given prior consent to such action and without regard to whether we obtain an IRS ruling or an unqualified tax opinion with respect to such action.

Our indemnity obligations under the tax matters agreement are not subject to a cap.

Employee Matters Agreement

We intend to enter into an employee matters agreement with Xperi, the form of which is filed as Exhibit 10.2 to the Form 10 of which this information statement forms a part. The employee matters agreement identifies employees and employee-related liabilities (and attributable assets) allocated (either retained, transferred, and accepted, or assigned and assumed, as applicable) to us and Xperi as part of the separation of Xperi into two companies, and describes when and how the relevant transfers and assignments occur or will occur. This summary of the employee matters agreement is qualified in its entirety by reference to the full text of the employee matters agreement, the form of which is incorporated by reference herein and is filed as Exhibit 10.2 to the Form 10 of which this information statement forms a part. The terms described in this summary are also subject to exceptions with respect to applicable law and certain other situations.

We and Xperi will comply with all requirements and obligations to inform, consult, or otherwise notify employees in relation to the transactions contemplated by the employee matters agreement and the separation agreement as required by applicable law.

With some exceptions, upon the distribution, we and Xperi have or will, as applicable, cause the employees identified to us or Xperi, as applicable, to commence or continue participation in employee benefit plans, as in effect on or prior to the date of the distribution, and will recognize prior years of service.

With some exceptions, we and Xperi have assumed or retained or will assume or retain, as applicable, liabilities arising out of or in connection with the employment or termination of the employees identified to us or Xperi, as applicable, including under any employee benefit plans, whether arising before or after the distribution.

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With some exceptions, the employee matters agreement does not provide for any transfer of assets or liabilities between or in respect of any defined benefit pension plan, nonqualified deferred compensation plan or other post-employment pension benefit plan, but provides for the transfer of Xperi’s 401(k) retirement plan and all applicable accounts, underlying assets, and related trusts and agreements to us.

The employee matters agreement provides for the equitable adjustment of existing equity awards denominated in the common stock of Xperi to reflect the occurrence of the distribution and for the treatment of Xperi’s employee stock purchase plan. For a discussion of the treatment of outstanding equity awards and Xperi’s employee stock purchase plan, see the section entitled “The Separation and Distribution—Treatment of Equity Based Compensation.”

With some exceptions, we and Xperi have assumed or will assume, in each case, effective as of the distribution date, liabilities for accrued but unused vacation benefits for employees identified to us or Xperi, as applicable.

None of the transactions contemplated or undertaken by the employee matters agreement is intended to, and will not, constitute or give rise to an “employment loss” or employment separation within the meaning of the federal Worker Adjustment and Retraining Notification (WARN) Act, or any other federal, state or local law or legal requirement addressing mass employment separations.

Cross Business License Agreement

Prior to the separation and distribution, we intend to enter into a cross-business license agreement (“CBLA”) with Adeia, pursuant to which Adeia will license to us certain patents owned by Adeia or its affiliates that are necessary or useful in our business. There will be no restrictions preventing Adeia from establishing operations in entertainment-related products or services or on us from establishing operations in intellectual property licensing activities after the separation. This summary of the CBLA is qualified in its entirety by reference to the full text of the CBLA, the form of which is incorporated by reference herein and filed as Exhibit 10.3 to the Form 10 of which this information statement forms a part.

Licenses. We and our affiliates will have a non-exclusive license under certain existing, developed, and acquired patents of Adeia to make and have made, sell, offer for sale, lease, offer for lease, import, export, license, or otherwise transfer directly or indirectly to us and our affiliates’ customers, and use, and permit us and our affiliates’ customers to use (a) media licensed products, including (i) certain video entertainment software platforms and the hardware on which such video entertainment software platforms run, to the extent such hardware is used to execute the functions of such video entertainment software platforms and (ii) certain products and services acquired by us pursuant to an acquisition of a line of business (except, in each case, for such products sold to certain excluded customers), and (b) non-media licensed products, including certain products and services not specifically for use in the field of video or other digital media consumption or delivery. We and our affiliates may grant to manufacturers, suppliers, distributors, and resellers of licensed products, limited non-exclusive sublicenses under the licensed patents solely for the purpose of allowing such persons to make, have made, sell, offer for sale, lease, offer for lease, import, export, license or otherwise transfer and/or use licensed products on behalf of and for the benefit of us and our affiliates as licensed under the CBLA.

Fees. For Pay-TV products, we may have to pay certain recurring monthly license fees or annual license fees depending on the territory in which the products are provided to subscribers or customers. For non-Pay-TV products, we may have to pay certain per unit or annual license fees depending on the territory in which the products are provided to customers.

Liability Limitation. Except for certain indemnification obligations of Adeia and for a party’s breach of its confidentiality obligations, neither party is liable to the other party for any special, indirect, incidental or consequential damages. There is no aggregate liability cap under the CBLA.

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Term and Termination. The term of the CBLA is 10 years from the effective date. Subject to certain exceptions, Adeia may terminate the CBLA if any of our entities directly or indirectly challenges the validity or enforceability of any licensed patent in any court or administrative agency or provides financing or direction for such challenge by a third party. Either party may terminate the CBLA for material breach by the other party. There is no termination for convenience right by either party. Subject to a number of exceptions (including with respect to certain license grants), if either party terminates the CBLA prior to the end of the term, all of the terms of the CBLA survive for the remainder of the term.

Our Services. As further consideration for Adeia’s grants and obligations under the CBLA, in the context of the broader separation and consideration between Adeia and us, including the rights and the value of the assets retained by Adeia under the separation agreement, we will provide certain unique services to Adeia under the CBLA, including inventor support and litigation support.

Acquisitions and Divestitures. The CBLA addresses scenarios where we may acquire or divest certain entities or be acquired by a third party and where Adeia may sell certain Adeia patents, divest certain entities, or acquire certain entities and outlines the ramifications of each such event.

Indemnification. The CBLA includes an indemnity from Adeia to us for infringement claims in limited circumstances.

Patent Pick Rights. The parties will have the option, in certain circumstances, to purchase certain patents from each other.

Dispute Resolution. Except as otherwise set forth in the CBLA, if a dispute arises between us and Adeia under the CBLA, the general counsel of the parties and such other executive officers as the parties may designate will negotiate to resolve any disputes for a reasonable period of time. If the parties are unable to resolve the dispute in this manner, then the dispute will be resolved through binding arbitration.

Transition Services Agreement

Prior to the separation and distribution, we intend to enter into a transition services agreement with Adeia, pursuant to which we and our subsidiaries will provide to Adeia and its subsidiaries various services for a transitional period. The services to be provided include back office functions and assistance with regard to administrative tasks relating to day-to-day activities as needed, including finance, accounting and tax activities, IT services, customer support, facilities services, human resources, and general corporate support, as well as pass-through services provided by certain vendors. The transition services are specified in a schedule to the agreement, and additional services may be added by mutual agreement of the parties. This summary of the transition services agreement is qualified in its entirety by reference to the full text of the agreement, the form of which is incorporated by reference herein and filed as Exhibit 10.5 to the Form 10 of which this information statement forms a part.

Data Sharing Agreement

Prior to the separation and distribution, we intend to enter into a data sharing agreement with Adeia, which will provide a binding framework for the sharing of data between us and our respective subsidiaries. The data sharing agreement will set forth the rights and obligations of the parties with respect to the retention and care of records, the handling of requests for information and the sharing of data in a legally compliant manner. This summary of the data sharing agreement is qualified in its entirety by reference to the full text of the data sharing agreement, the form of which is incorporated by reference herein and filed as Exhibit 10.6 to the Form 10 of which this information statement forms a part.

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Relationship with our Chief Content Officer

In August 2014, Bill Neighbors entered into an employment relationship with DTS, which was acquired by Xperi Corporation in 2016. Xperi Corporation and Pre-Merger TiVo merged in 2020. Mr. Neighbors currently serves as our Chief Content Officer and is expected to continue serving in such role after the spin-off. Mr. Neighbors is the brother-in-law of Jon Kirchner, who is expected to be our Chief Executive Officer and director upon the spin-off. During the three-year period ended December 31, 2021, Mr. Neighbors received from us an aggregate amount of approximately $895,160 in base salary, $328,070 in bonus, and $791,790 (in grant date value) in stock awards. Mr. Neighbors’ current base annual salary is $330,000 and is eligible for a target bonus of 45% of his base annual salary.

Policies and Procedures Regarding Related Party Transactions

In connection with the spin-off, we expect that our board will adopt a written policy and procedures with respect to related party transactions, which will include specific provisions for the approval of related party transactions. Pursuant to this policy, related party transactions would include a transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, in which we and certain enumerated related parties participate, the amount involved exceeds $120,000 and the related party has a direct or indirect material interest. We expect our audit committee will review: (i) potential conflict of interest situations on an ongoing basis, (ii) any future proposed transaction, or series of transactions, with related parties, and (iii) either approve or disapprove each reviewed transaction or series of related transactions with related parties.

In the event that a related party transaction is identified, such transaction will be reviewed and approved or ratified by our audit committee. If it is impracticable for our audit committee to review such transaction, pursuant to the policy, the transaction will be reviewed by the chair of our audit committee, whereupon the chair of our audit committee will report to the audit committee the approval or rejection of such transaction.

In reviewing and approving related party transactions, pursuant to the policy, the audit committee, or its chair, shall consider all information that the audit committee, or its chair, believes to be relevant and important to a review of the transaction and shall approve only those related party transactions that are determined to be in, or not inconsistent with, our best interests and that of our stockholders, taking into account all available relevant facts and circumstances available to the audit committee or its chair. Pursuant to the policy, these facts and circumstances will typically include, but not be limited to, the benefits of the transaction to us; the impact on a director’s independence in the event the related party is a director, an immediate family member of a director or an entity in which a director is a partner, stockholder or executive officer; the availability of other sources for comparable products or services; the terms of the transaction; and the terms of comparable transactions that would be available to unrelated third parties or to employees generally. Pursuant to the policy, we expect that no member of the audit committee shall participate in any review, consideration or approval of any related party transaction with respect to which the member or any of his or her immediate family members is the related party.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Before the distribution, all the outstanding shares of Xperi Inc. common stock will be owned beneficially and of record by Xperi. The following table sets forth information with respect to the expected beneficial ownership of our common stock at the time of the distribution by:

• each of our directors;

• each of our named executive officers;

• all of our directors and executive officers as a group; and

• each of our stockholders whom we believe (based on the assumptions described below) will beneficially own more than 5% of our outstanding common stock.

Except as noted below, we based the share amounts on each person’s beneficial ownership of Xperi common stock on August 1, 2022, giving effect to a distribution ratio of four shares of our common stock for every ten shares of Xperi common stock. Immediately following the distribution, we estimate that 41,707,171 shares of our common stock will be issued and outstanding based on the approximately 104,267,929 shares of Xperi common stock outstanding as of August 1, 2022. The actual number of outstanding shares of our common stock following the distribution will be determined on                 , 2022, the record date.

Except as otherwise noted in the footnotes below, each person or entity identified in the tables has sole voting and investment power with respect to the securities beneficially owned.

Security Ownership of Certain Beneficial Owners

The following table sets forth information regarding each stockholder who is expected to beneficially own more than 5% of our outstanding common stock immediately following the distribution. The table is based upon an assumption that, for every ten shares of Xperi common stock held by such persons, they will receive four shares of our common stock:

Name and Address of Beneficial Owner	Number of Shares of Xperi Inc. common stock		Percent of Shares Outstanding
BlackRock, Inc. and Subsidiaries(1)		6,567,805		15.7	%
Ameriprise Financial, Inc. and Affiliates(2)		4,953,369		11.9	%
Vanguard Group, Inc.(3)		4,727,906		11.3	%

(1) Based solely on the Schedule 13G/A filed with the SEC on January 27, 2022 by BlackRock, Inc. and certain subsidiaries (“BlackRock”) with respect to Xperi common stock. BlackRock reported that it had sole voting power over 16,223,911 shares of Xperi common stock and sole dispositive power over 16,419,514 shares of Xperi common stock. The address of BlackRock is 55 East 52nd Street, New York, NY 10055.

(2) Based solely on the Schedule 13G/A filed with the SEC on February 14, 2022 by Ameriprise Financial, Inc. and certain affiliates (“Ameriprise”) with respect to Xperi common stock. Columbia Seligman Technology and Information Fund (the “Fund”) reported that it had sole voting power over 7,124,641 shares of Xperi common stock and shared dispositive power over 7,124,641 shares of Xperi common stock. Columbia Management Investment Advisers, LLC (“CMIA”) reported that it had shared voting power over 12,158,642 shares of Xperi common stock and shared dispositive power over 12,380,209 shares of Xperi common stock. CMIA is the investment adviser to the Fund and various other unregistered and registered investment companies and other managed accounts, and therefore may be deemed to beneficially own the shares reported by the Fund. Any remaining shares reported by CMIA are held by various other funds or accounts managed by CMIA which each have the right to receive any dividends paid by Xperi and could terminate their respective investment advisory relationship with CMIA and then subsequently direct the use of proceeds from the sale of the common stock owned by such fund or account. Ameriprise Financial, Inc.

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(“AFI”) is the parent holding company of CMIA, and therefore AFI may be deemed to beneficially own the shares reported herein by CMIA. CMIA and AFI do not directly own any shares of Xperi common stock. The address of AFI is 145 Ameriprise Financial Center, Minneapolis, MN 55474. The address of CMIA and the Fund is 290 Congress St., Boston, MA 02210.

(3) Based solely on the Schedule 13G/A filed with the SEC on February 9, 2022 by The Vanguard Group (“Vanguard”) with respect to Xperi common stock. Vanguard reported that it had sole voting power over 0 share of Xperi common stock, shared voting power over 105,338 shares of Xperi common stock, sole dispositive power over 11,627,533 shares of Xperi common stock, and shared dispositive power over 192,233 shares of Xperi common stock. The address of Vanguard is 100 Vanguard Blvd., Malvern, PA, 19355.

Security Ownership of Directors and Executive Officers

The following table sets forth the number of shares of our common stock beneficially owned, based on the presentation previously described, as of August 1, 2022, by each of our directors, each of our named executive officers and all of our executive officers and directors as a group. The table is based upon an assumption that, for every ten shares of Xperi common stock held by such persons, they will receive four shares of our common stock.

For purposes of this table, shares are considered to be “beneficially” owned if the person, directly or indirectly, has sole or shared voting or investment power with respect to such shares. In addition, a person is deemed to beneficially own shares if that person has the right to acquire such shares within 60 days of August 1, 2022. No executive officer or director holds any class of equity securities other than our common stock or our equity awards that may give them the right to acquire beneficial ownership of our common stock, and it is not expected that any of them will own any class of equity securities other than common stock following the distribution. None of the listed shares have been pledged as security or otherwise deposited as collateral.

Name of Beneficial Owner	Number of Shares of Xperi Inc. common stock		Percent of Shares Outstanding
Jon Kirchner		163,629		*
Robert Andersen		42,371		*
Geir Skaaden		24,650		*
Darcy Antonellis		13,385		*
Laura J. Durr		10,837		*
Dave Habiger		22,766		*
Christopher A. Seams		28,545		*
All executive officers and directors (eight persons)		335,870		*

* Less than 1%.

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U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION

The following is a discussion of the U.S. federal income tax consequences to Xperi and Xperi stockholders in connection with the distribution. This summary is based on the Code, the Treasury Regulations promulgated thereunder, and judicial and administrative interpretations thereof, all as in effect as of the date of this information statement and all of which are subject to differing interpretations and may change at any time, possibly with retroactive effect. Any such change could affect the tax consequences described below. This discussion assumes that the separation will be consummated in accordance with the separation and distribution agreement and as described in this information statement.

Except as specifically described below, this discussion is limited to Xperi stockholders that are “U.S. Holders,” as defined immediately below. For purposes of this discussion, a “U.S. Holder” is a beneficial owner of Xperi common stock that is, for U.S. federal income tax purposes:

• an individual who is a citizen or a resident of the U.S.;

• a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the U.S. or any state thereof or the District of Columbia;

• an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust, if (1) a court within the U.S. is able to exercise primary jurisdiction over its administration and one or more U.S. persons have the authority to control all its substantial decisions, or (2) in the case of a trust that was treated as a domestic trust under the law in effect before 1997, a valid election is in place under applicable Treasury Regulations.

This discussion also does not discuss all tax considerations that may be relevant to Xperi stockholders in light of their particular circumstances, nor does it address the consequences to Xperi stockholders subject to special treatment under the U.S. federal income tax laws, such as:

• dealers or traders in securities or currencies;

• tax-exempt entities;

• cooperatives;

• banks, trusts, financial institutions, or insurance companies;

• persons who acquired shares of Xperi common stock pursuant to the exercise of employee stock options or otherwise as compensation;

• stockholders who own, or are deemed to own, at least 10 percent or more, by voting power or value, of Xperi’s equity;

• holders owning Xperi common stock as part of a position in a straddle or as part of a hedging, conversion, constructive sale, synthetic security, integrated investment, or other risk reduction transaction for U.S. federal income tax purposes;

• certain former citizens or former long-term residents of the U.S.;

• holders who are subject to the alternative minimum tax; or

• persons that own Xperi common stock through partnerships or other pass-through entities.

This discussion does not address the U.S. federal income tax consequences to stockholders who do not hold shares of Xperi common stock as a capital asset. Moreover, this discussion does not address any state, local, or foreign tax consequences or any estate, gift or other non-income tax consequences.

If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds shares of Xperi common stock, the tax treatment of a partner in that partnership generally will depend on the status of the

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partner and the activities of the partnership. Such a partner or partnership should consult its own tax advisor as to the tax consequences of the distribution.

YOU SHOULD CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC U.S. FEDERAL, STATE AND LOCAL, AND NON-U.S. TAX CONSEQUENCES OF THE DISTRIBUTION IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES AND THE EFFECT OF POSSIBLE CHANGES IN LAW THAT MIGHT AFFECT THE TAX CONSEQUENCES DESCRIBED IN THIS INFORMATION STATEMENT.

Treatment of the Distribution

It is a condition to the distribution that Xperi receives the Tax Opinion, in form and substance acceptable to Xperi, substantially to the effect that, among other things, the distribution and certain related transactions will qualify as a tax-free transaction under Section 368(a)(1)(D) and Section 355 of the Code. Additionally, Xperi has received the IRS Ruling, substantially to the effect that, among other things, the distribution will qualify as a tax-free transaction under Section 368(a)(1)(D) and Section 355 of the Code.

Assuming the distribution qualifies as tax-free under Section 368(a)(1)(D) and Section 355 of the Code, for U.S. federal income tax purposes:

• no gain or loss will be recognized by Xperi as a result of the distribution;

• no gain or loss will be recognized by, or be includible in the income of, a Xperi stockholder solely as a result of the receipt of Xperi Inc. common stock in the distribution;

• the aggregate tax basis of the shares of Xperi common stock and shares of Xperi Inc. common stock in the hands of each Xperi stockholder immediately after the distribution (including any fractional shares deemed received, as discussed below) will be the same as the aggregate tax basis of the shares of Xperi common stock held by such holder immediately before the distribution, allocated between the shares of Xperi common stock and shares of Xperi Inc. common stock (including any fractional shares deemed received, as discussed below) in proportion to their relative fair market values immediately following the distribution; and

• the holding period with respect to shares of Xperi Inc. common stock received by Xperi stockholders (including any fractional shares deemed received) will include the holding period of their shares of Xperi common stock.

Xperi stockholders that have acquired different blocks of Xperi common stock at different times or at different prices should consult their tax advisors regarding the allocation of their aggregate adjusted basis among, and their holding period of, our shares distributed with respect to blocks of Xperi common stock.

Although the IRS Ruling will generally be binding on the IRS, the IRS Ruling is based on certain facts and assumptions and certain representations and undertakings from Xperi and us that certain necessary conditions to obtain tax-free treatment under the Code have been or will be satisfied. Furthermore, as a result of the IRS’s general ruling policy with respect to distributions under Section 355 of the Code, except in limited situations, the IRS will not rule on whether a distribution satisfies certain critical requirements necessary to obtain tax-free treatment under the Code. Specifically, the IRS will not rule that the distribution was effected for a valid business purpose, that the distribution does not constitute a device for the distribution of earnings and profits or that the distribution is not part of a plan described in Section 355(e) of the Code (as discussed below). Instead, the IRS Ruling is based on representations made to the IRS by Xperi that these requirements have been established.

Xperi expects to obtain the Tax Opinion, which is expected to include a conclusion that the distribution is being effected for a valid business purpose, that the distribution does not constitute a device for the distribution of earnings and profits and that the distribution is not part of a plan described in Section 355(e) of the Code (as

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discussed below). The Tax Opinion will be based on, among other things, certain assumptions as well as on the accuracy of certain factual representations and statements that we and Xperi make. In rendering the Tax Opinion, Skadden also will rely on certain covenants that we and Xperi enter into, including the adherence by Adeia and us to certain restrictions on their and our future actions. The Tax Opinion will be expressed as of the date of the distribution and will not cover subsequent periods. As a result, the Tax Opinion is not expected to be issued until after the date of this information statement. Additionally, the Tax Opinion will rely on certain factual representations from Xperi as to the extent of common ownership in the stock of Pre-Merger Xperi and Pre-Merger TiVo immediately prior to the Mergers and will rely on the IRS Ruling (discussed further below). If any of the facts, representations, assumptions or undertakings described or made in connection with the IRS Ruling or the Tax Opinion are not correct, are incomplete or have been violated, the IRS Ruling could be revoked retroactively or modified by the IRS and our ability to rely on the Tax Opinion could be jeopardized. We are not aware of any facts or circumstances, however, that would cause these facts, representations or assumptions to be untrue or incomplete, or that would cause any of these undertakings to fail to be complied with, in any material respect.

An opinion of counsel represents counsel’s best judgment based on current law and is not binding on the IRS or any court. We cannot assure you that the IRS will agree with the conclusions expected to be set forth in the Tax Opinion, and it is possible that the IRS or another tax authority could adopt a position contrary to one or all those conclusions and that a court could sustain that contrary position.

If, notwithstanding the conclusions in the IRS Ruling and those that we expect to be included in the Tax Opinion, it is ultimately determined that the distribution does not qualify as tax-free under Section 368(a)(1)(D) and Section 355 of the Code for U.S. federal income tax purposes, then Xperi would recognize corporate level taxable gain on the distribution in an amount equal to the excess, if any, of the fair market value of Xperi Inc. common stock distributed to Xperi stockholders on the distribution date over Xperi’s tax basis in such stock. In addition, if the distribution is ultimately determined not to qualify as tax-free under Section 368(a)(1)(D) and Section 355 of the Code for U.S. federal income tax purposes, each Xperi stockholder that receives shares of Xperi Inc. common stock in the distribution would be treated as receiving a distribution in an amount equal to the fair market value of Xperi Inc. common stock that was distributed to the stockholder, which generally would be taxed as a dividend to the extent of the stockholder’s pro rata share of Xperi’s current and accumulated earnings and profits, including Xperi’s taxable gain, if any, on the distribution, then treated as a non-taxable return of capital to the extent of the stockholder’s basis in Xperi stock and thereafter treated as capital gain from the sale or exchange of Xperi stock.

Even if the distribution otherwise qualifies for tax-free treatment under Section 355 of the Code, the distribution may result in corporate level taxable gain to Xperi under Section 355(e) of the Code if either we or Xperi undergoes a 50 percent or greater ownership change as part of a plan or series of related transactions that includes the distribution, potentially including transactions occurring after the distribution. Following the Mergers, and in anticipation of the distribution, Xperi sought and received the IRS Ruling, which included a ruling from the IRS regarding the proper manner and methodology for measuring the common ownership in the stock of Xperi, Pre-Merger Xperi and Pre-Merger TiVo for purposes of determining whether there has been a 50 percent or greater change of ownership under Section 355(e) of the Code. The Tax Opinion will rely on the continued validity of the IRS Ruling, as well as certain factual representations from Xperi as to the extent of the common ownership in the stock of Pre-Merger Xperi and Pre-Merger TiVo immediately prior to the Mergers. Based on the representations made by Xperi as to the common ownership in the stock of Pre-Merger Xperi and Pre-Merger TiVo immediately prior to the Mergers and assuming the continued validity of the IRS Ruling, the Tax Opinion will conclude that there was not a 50 percent or greater change of ownership in Xperi, Pre-Merger Xperi or Pre-Merger TiVo for purposes of Section 355(e). Notwithstanding the Tax Opinion and the IRS Ruling, the IRS could determine that the distribution should nevertheless be treated as a taxable transaction to Xperi if it determines that any of the facts, assumptions, representations or undertakings of Xperi is not correct or that the distribution should be taxable for other reasons, including if the IRS were to disagree with the conclusions in the Tax Opinion that are not covered by the IRS Ruling. Additionally, as discussed above, the Tax Opinion will be expressed as of the date of the distribution and will not cover subsequent periods, and thus will not cover

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transactions occurring after the distribution. The process for determining whether one or more acquisitions or issuances triggering the application of Section 355(e) has occurred, the extent to which any such acquisitions or issuances results in a change of ownership and the cumulative effect of any such acquisitions or issuances together with any prior acquisitions or issuances (including the Mergers) is complex, inherently factual and subject to interpretation of the facts and circumstances of a particular case. If an acquisition or issuance of stock triggers the application of Section 355(e) of the Code, Xperi would recognize taxable gain as described above, but the distribution would be tax-free to each Xperi stockholder (except for tax on any cash received in lieu of fractional shares). In certain cases, we may be required to indemnify Xperi for all or part of the tax liability resulting from the application of Section 355(e). For further details regarding our potential indemnity obligation, see the section entitled “Certain Relationships and Related Party Transactions—Tax Matters Agreement.”

A U.S. Holder that receives cash instead of fractional shares of Xperi Inc. common stock should be treated as though the U.S. Holder first received a distribution of a fractional share of Xperi Inc. common stock, and then sold it for the amount of cash. Such U.S. Holder should recognize capital gain or loss, measured by the difference between the cash received for such fractional share and the U.S. Holder’s basis in the fractional share, as determined above. Such capital gain or loss should generally be a long-term capital gain or loss if the U.S. Holder’s holding period for such U.S. Holder’s Xperi common stock exceeds one year.

U.S. Treasury Regulations require certain stockholders that receive stock in a distribution to attach a detailed statement setting forth certain information relating to the distribution to their respective U.S. federal income tax returns for the year in which the distribution occurs. Within 45 days after the distribution, Xperi will provide stockholders who receive Xperi Inc. common stock in the distribution with the information necessary to comply with such requirement. In addition, all stockholders are required to retain permanent records relating to the amount, basis, and fair market value of Xperi Inc. common stock received in the distribution and to make those records available to the IRS upon request of the IRS.

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DESCRIPTION OF MATERIAL INDEBTEDNESS

On July 1, 2022, Xperi and TiVo Product Holdco LLC entered into a Stock Purchase Agreement with Vewd, Shareholder Representative Services LLC, a Colorado limited liability company, and securityholders of Vewd, pursuant to which Xperi acquired Vewd for approximately $109 million through a mixture of cash and debt. After the acquisition, Vewd’s business will be included in Xperi Inc.

In connection with such acquisition, TiVo Product Holdco LLC issued a senior unsecured promissory note (the “Promissory Note”) to the sellers of Vewd in a principal amount of $50 million. The issuer’s obligations under the Promissory Note are guaranteed by Xperi prior to the spin-off. Indebtedness outstanding under the Promissory Note bears an interest rate of 6.00% per annum, payable in cash on a quarterly basis. If a certain qualified spin-off transaction occurs, the interest rate will be increased to the greater of (a) 6.00% and (b) the sum of (i) the highest interest rate payable under any credit facility or bonds, debentures, notes or similar instruments where the issuer or any guarantor borrows money or guarantees obligations on a secured basis on or after the date of such spin-off transaction, plus (ii) 2.00%. The Promissory Note will mature on July 1, 2025. The issuer may, at any time and on any one or more occasions, prepay all or any portion of the outstanding principal amount, plus accrued and unpaid interest, if any, under the Promissory Note without premium or penalty. In addition, the Promissory Note has mandatory prepayment provisions upon certain change of control or asset sale events.

The Promissory Note will include certain covenants that restrict the issuer and each guarantor’s ability to, among other things, incur certain indebtedness or engage in any material line of business substantially different from those lines of business conducted by such entities on the closing date of the acquisition. The Promissory Note will not contain any financial covenants.

This summary of the Promissory Note is qualified in its entirety by reference to the full text of the Promissory Note, the form of which is incorporated by reference herein and filed as Exhibit 10.7 to the Form 10 of which this information statement forms a part.

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DESCRIPTION OF OUR CAPITAL STOCK

Our certificate of incorporation and bylaws will be amended and restated prior to the consummation of the spin-off. The following description of certain terms of our common stock as it will be in effect upon completion of the spin-off is a summary and is qualified in its entirety by reference to our amended and restated certificate of incorporation and our amended and restated bylaws. The certificate of incorporation and bylaws, each in a form expected to be in effect at the time of the distribution, will be included as exhibits to the Form 10, of which this information statement forms a part. See the section entitled “Where You Can Find More Information.”

Under this section of “Description of Capital Stock,” “we,” “us,” “our” and “our company” refer to Xperi Inc. and not to any of its subsidiaries.

Authorized Capital Stock

The total number of shares of capital stock which Xperi Inc. shall have authority to issue is 146,000,000 shares. This authorized capital stock consists of 140,000,000 shares of common stock and 6,000,000 shares of preferred stock, each having a par value of $0.001 per share. Immediately following the distribution, we expect that there will be approximately 41,707,171 shares of Xperi Inc. common stock issued and outstanding and zero shares of preferred stock will be issued and outstanding.

Common Stock

We estimate that 41,701,171 shares of our common stock will be issued and outstanding immediately after the spin-off, based on the number of shares of Xperi common stock that we expect will be outstanding as of the record date. The actual number of shares of our common stock outstanding following the spin-off will be determined on                     , the record date.

Dividends. Subject to prior dividend rights of the holders of any preferred shares, holders of shares of our common stock are entitled to receive dividends when, as and if declared by our board of directors out of funds legally available for that purpose. We are incorporated in Delaware and are governed by Delaware law. Delaware law allows a corporation to pay dividends only out of surplus, as determined under Delaware law, or, if no such surplus exists, out of the corporation’s net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that such payment will not reduce capital below the amount of capital represented by all classes of shares having a preference upon the distribution of assets).

Voting Rights. Each share of common stock is entitled to one vote on all matters submitted to a vote of stockholders. Holders of shares of our common stock do not have cumulative voting rights. In other words, a holder of a single share of common stock cannot cast more than one vote for each position to be filled on our board of directors. A consequence of not having cumulative voting rights is that the holders of a majority of the shares of common stock entitled to vote in the election of directors can elect all directors standing for election, which means that the holders of the remaining shares will not be able to elect any directors.

Liquidation Rights. In the event of any liquidation, dissolution or winding up of our company, after the satisfaction in full of the liquidation preferences of holders of any preferred shares, holders of shares of our common stock are entitled to ratable distribution of the remaining assets available for distribution to stockholders. The shares of our common stock are not subject to redemption by operation of a sinking fund or otherwise. Holders of shares of our common stock are not currently entitled to pre-emptive rights.

Fully Paid. All of our outstanding shares of common stock are fully paid and nonassessable, and the shares of common stock we will issue in connection with the spin-off will also be fully paid and nonassessable. The holders of our common stock have no preemptive rights and no rights to convert their common stock into any other securities, and our common stock will not be subject to any redemption or sinking fund provisions.

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Preferred Stock

Under our amended and restated certificate of incorporation, the board of directors will be authorized, subject to limitations prescribed by the DGCL, and by Xperi Inc.’s amended and restated certificate of incorporation, to issue up to 6,000,000 shares of preferred stock, par value $0.001 per share, in one or more series. The Board will have the authority, without further action by the holders of Xperi Inc.’s common stock, subject to limitations prescribed by the DGCL and by Xperi Inc.’s amended and restated certificate of incorporation, to issue preferred stock and fix voting powers for each class or series of preferred stock, and to provide that any class or series may be subject to redemption, entitled to receive dividends, entitled to rights upon dissolution, or convertible into, or exchangeable for shares of any other class or classes of capital stock. The effect of issuing preferred stock could include, among other things, one or more of the following:

• restricting dividends in respect of Xperi Inc.’s common stock;

• diluting the voting power of Xperi Inc.’s common stock or providing that holders of preferred stock have the right to vote on matters as a class;

• impairing the liquidation rights of Xperi Inc.’s common stock; or

• delaying or preventing a change of control of Xperi Inc.

Anti-Takeover Effects of Various Provisions of Delaware Law and Xperi Inc.’s Certificate of Incorporation and Bylaws

Provisions of the DGCL and Xperi Inc.’s amended and restated certificate of incorporation and bylaws could make it more difficult to acquire Xperi Inc. by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and takeover bids that the board of directors may consider inadequate and to encourage persons seeking to acquire control of Xperi Inc. to first negotiate with the board. Xperi Inc. believes that the benefits of increased protection of its ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure it outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Delaware Anti-Takeover Statute. Upon the distribution, Xperi Inc. will be subject to Section 203 of the DGCL, an anti-takeover statute. In general, Section 203 of the DGCL, subject to certain exceptions set forth therein, prohibits a business combination between a corporation and an interested stockholder within three years of the time such stockholder became an interested stockholder, unless (a) prior to such time, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder, (b) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85 percent of the voting stock of the corporation outstanding at the time the transaction commenced, exclusive of shares owned by directors who are also officers and by certain employee stock plans or (c) at or subsequent to such time, the business combination is approved by the board of directors and authorized by the affirmative vote at a stockholders’ meeting of at least 66 2/3 percent of the outstanding voting stock which is not owned by the interested stockholder. Except as otherwise set forth in Section 203 of the DGCL, an interested stockholder is defined to include (i) any person that is the owner of 15 percent or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and was the owner of 15 percent or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the date of determination; and (ii) the affiliates and associates of any such person. The provisions of Section 203 of the DGCL may encourage persons interested in acquiring us to negotiate in advance with our board of directors, because the stockholder approval requirement would be avoided if a majority of the directors then in office approve either the business combination or the transaction which results in any such person becoming an interested stockholder. These provisions also may have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions which our stockholders may otherwise deem to be in their best interests.

162

Size of Board and Vacancies. Xperi Inc.’s amended and restated certificate of incorporation will provide that the number of directors on the board will be designated in the bylaws as adopted or as amended by the board of directors or the stockholders. Subject to the terms of any one or more classes or series of preferred stock, any vacancy on the board of directors resulting from any increase in the authorized number of directors or any vacancy will be filled by a majority of the board of directors then in office, even if less than a quorum, or by a sole remaining director. The right of stockholders to fill vacancies on the board of directors is specifically denied.

Special Stockholder Meetings. Xperi Inc.’s amended and restated certificate of incorporation will provide that special meetings of Xperi Inc. stockholders may be called at any time only by the board of directors, or by a majority of the members of the board of directors, or by a committee of the board of directors which has been duly designated by the board of directors and whose powers and authority, as provided in a resolution of the board of directors or in the bylaws of Xperi, include the power to call such meetings, but such special meetings may not be called by any other person or persons. Stockholders may not call special stockholder meetings.

Stockholder Action by Written Consent. Xperi Inc.’s amended and restated certificate of incorporation and bylaws will expressly eliminate the right of Xperi Inc.’s stockholders to act by written consent. Stockholder action must take place at an annual or a special meeting of Xperi Inc. stockholders.

Requirements for Advance Notification of Stockholder Nominations and Proposals. Xperi Inc.’s amended and restated bylaws will establish advance notice procedures with respect to stockholder proposals and nomination of candidates for election as directors other than nominations made by or at the direction of the board of directors or a committee of the board of directors.

No Cumulative Voting. The DGCL provides that stockholders are denied the right to cumulate votes in the election of directors unless the company’s certificate of incorporation provides otherwise. Xperi Inc.’s amended and restated certificate of incorporation will not provide for cumulative voting.

Undesignated Preferred Stock. The authority that the board of directors will possess to issue preferred stock could potentially be used to discourage attempts by third parties to obtain control of Xperi Inc. through a merger, tender offer, proxy contest or otherwise by making such attempts more difficult or more costly. The board of directors may be able to issue preferred stock with voting rights or conversion rights that, if exercised, could adversely affect the voting power of the holders of common stock.

Limitations on Liability, Indemnification of Officers and Directors and Insurance

The DGCL authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their stockholders for monetary damages for breaches of fiduciary duties by directors and officers, and Xperi Inc.’s amended and restated certificate of incorporation will include such an exculpation provision. Xperi Inc.’s amended and restated certificate of incorporation and bylaws will include provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages for actions taken as a director or officer of Xperi Inc., or for serving at Xperi Inc.’s request as a director or officer or another position at another corporation or enterprise, as the case may be. Xperi Inc.’s amended and restated certificate of incorporation and bylaws will also provide that Xperi Inc. must indemnify and advance reasonable expenses to Xperi Inc.’s directors and officers, subject to Xperi Inc.’s receipt of an undertaking from the indemnified party as may be required under the DGCL. Xperi Inc.’s amended and restated certificate of incorporation will expressly authorize Xperi Inc. to carry directors’ and officers’ insurance to protect Xperi Inc., its directors, officers and certain employees for some liabilities.

Xperi Inc. will also enter into separate indemnification agreements with each of our directors and officers. Each indemnification agreement will provide, among other things, for indemnification to the fullest extent permitted by law and Xperi Inc.’s amended and restated certificate of incorporation and amended and restated bylaws against (i) any and all expenses and liabilities, including judgments, fines, penalties and amounts paid in

163

settlement of any claim with the approval of Xperi Inc. and counsel fees and disbursements, (ii) any liability pursuant to a loan guarantee, or otherwise, for any indebtedness of Xperi Inc., and (iii) any liabilities incurred as a result of acting on behalf of Xperi Inc. (as a fiduciary or otherwise) in connection with an employee benefit plan. The indemnification agreements will provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to Xperi Inc. if it is found that such indemnitee is not entitled to such indemnification under applicable law and the amended and restated certificate of incorporation and amended and restated bylaws.

Xperi Inc.’s amended and restated certificate of incorporation and amended and restated bylaws will provide that Xperi Inc.’s directors and officers will not be personally liable to Xperi Inc. or its stockholders for monetary damages for breach of a fiduciary duty as a director or officer, except for:

• any breach of the director’s or officer’s duty of loyalty to Xperi Inc. or its stockholders;

• acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

• liability of a director under Delaware corporate law for an unlawful payment of dividends or an unlawful stock purchase or redemption of stock;

• any transaction from which the director or officer derives an improper personal benefit; or

• an officer in any action by or in the right Xperi Inc.

The limitation of liability and indemnification provisions that will be in Xperi Inc.’s amended and restated certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against Xperi Inc.’s directors and officers, even though such an action, if successful, might otherwise benefit Xperi Inc. and its stockholders. However, these provisions will not limit or eliminate Xperi Inc.’s rights, or those of any stockholder, to seek non-monetary relief, such as an injunction or rescission in the event of a breach of a director’s or officer’s duty of care. The provisions will not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, Xperi Inc. pays the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding against any Xperi Inc. directors, officers or employees for which indemnification is sought.

Authorized but Unissued Shares

Xperi Inc.’s authorized but unissued shares of common stock and preferred stock will be available for future issuance without your approval. Xperi Inc. may use additional shares for a variety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of Xperi Inc. by means of a proxy contest, tender offer, merger or otherwise.

Listing

Xperi Inc. has applied to have its shares of common stock listed on the New York Stock Exchange under the symbol “XPER.”

Sale of Unregistered Securities

None.

Transfer Agent and Registrar

After the distribution, the transfer agent and registrar for Xperi Inc.’s common stock will be Computershare.

164

WHERE YOU CAN FIND MORE INFORMATION

We have filed the Form 10 with the SEC with respect to the shares of Xperi Inc. common stock being distributed as contemplated by this information statement. This information statement is a part of, and does not contain all of the information set forth in, the Form 10 and the exhibits and schedules to the Form 10. For further information with respect to us and Xperi Inc. common stock, please refer to the Form 10, including its exhibits and schedules. Statements made in this information statement relating to any contract or other document are not necessarily complete, and you should refer to the exhibits to the Form 10 for copies of the actual contract or document. You may review a copy of the Form 10, including its exhibits and schedules, on the Internet website maintained by the SEC at www.sec.gov. Information contained on any website referenced in this information statement is not incorporated by reference into this information statement.

As a result of the distribution, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with the Exchange Act, we will file periodic reports, proxy statements and other information with the SEC, which will be available on the Internet website maintained by the SEC at www.sec.gov.

We intend to furnish holders of Xperi Inc. common stock with annual reports containing consolidated financial statements prepared in accordance with U.S. GAAP and audited and reported on, with an opinion expressed, by an independent registered public accounting firm.

You should rely only on the information contained in this information statement or to which we have referred you. We have not authorized any person to provide you with different information or to make any representation not contained in this information statement.

165

EX-99.2

Exhibit 99.2

INDEX TO COMBINED FINANCIAL STATEMENTS

Audited Combined Financial Statements	Page Number
Report of Independent Registered Public Accounting Firm		F-2
Combined Statements of Operations		F-3
Combined Statements of Comprehensive Loss		F-4
Combined Balance Sheets		F-5
Combined Statements of Cash Flows		F-6
Combined Statements of Equity		F-7
Notes to Combined Financial Statements		F-8
Unaudited Condensed Combined Financial Statements
Condensed Combined Statements of Operations		F-46
Condensed Combined Statements of Comprehensive Loss		F-47
Condensed Combined Balance Sheets		F-48
Condensed Combined Statements of Cash Flows		F-49
Condensed Combined Statements of Equity		F-50
Notes to Condensed Combined Financial Statements		F-51

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Xperi Holding Corporation

Opinion on the Financial Statements

We have audited the accompanying combined balance sheets of Xperi Product (a Business of Xperi Holding Corporation) (the “Company”) as of December 31, 2021 and 2020, and the related combined statements of operations, of comprehensive loss, of equity and of cash flows for each of the three years in the period ended December 31, 2021, including the related notes (collectively referred to as the “combined financial statements”). In our opinion, the combined financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s combined financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these combined financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

San Jose, California

May 11, 2022

We have served as the Company’s auditor since 2020.

F-2

Xperi Product

(a business of Xperi Holding Corporation)

COMBINED STATEMENTS OF OPERATIONS

(in thousands)

	Years Ended December 31,
	2021			2020			2019
Revenue	$	486,483		$	376,101		$	198,124
Operating expenses:
Cost of revenue, excluding depreciation and amortization of intangible assets		125,626			77,788			7,786
Research and development		194,869			163,407			94,627
Selling, general and administrative		199,921			172,594			91,408
Depreciation expense		22,584			16,666			5,666
Amortization expense		105,311			98,209			88,074
Total operating expenses		648,311			528,664			287,561
Operating loss		(161,828	)		(152,563	)		(89,437	)
Other income and expense, net		1,590			1,535			1,012
Loss before taxes		(160,238	)		(151,028	)		(88,425	)
Provision (benefit) from income taxes		18,840			(9,735	)		(6,054	)
Net loss		(179,078	)		(141,293	)		(82,371	)
Less: Net loss attributable to noncontrolling interest		(3,456	)		(2,966	)		(1,503	)
Net loss attributable to Xperi Product	$	(175,622	)	$	(138,327	)	$	(80,868	)

The accompanying notes are an integral part of these combined financial statements.

F-3

Xperi Product

(a business of Xperi Holding Corporation)

COMBINED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

	Years Ended December 31,
	2021			2020			2019
Net loss	$	(179,078	)	$	(141,293	)	$	(82,371	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		(1,987	)		1,311			—
Comprehensive loss		(181,065	)		(139,982	)		(82,371	)
Less: Comprehensive loss attributable to noncontrolling interest		(3,456	)		(2,966	)		(1,503	)
Comprehensive loss attributable to Xperi Product	$	(177,609	)	$	(137,016	)	$	(80,868	)

The accompanying notes are an integral part of these combined financial statements.

F-4

Xperi Product

(a business of Xperi Holding Corporation)

COMBINED BALANCE SHEETS

(in thousands)

	December 31,
	2021			2020
ASSETS
Current assets:
Cash and cash equivalents	$	120,695		$	85,624
Accounts receivable, net		79,494			76,062
Unbilled contracts receivable, net		50,962			63,851
Other current assets		25,985			31,709
Total current assets		277,136			257,246
Long-term unbilled contracts receivable		3,825			6,411
Property and equipment, net		57,477			60,285
Operating lease right-of-use assets		61,758			72,625
Intangible assets, net		270,934			372,874
Long-term deferred tax assets		1,847			6,749
Goodwill		536,512			532,453
Other assets		19,223			16,236
Total assets	$	1,228,712		$	1,324,879
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	7,362		$	11,380
Accrued liabilities		84,404			107,501
Deferred revenue		28,211			27,423
Total current liabilities		119,977			146,304
Long-term deferred tax liabilities		14,428			11,740
Deferred revenue, less current portion		23,663			22,477
Noncurrent operating lease liabilities		49,017			59,610
Other long-term liabilities		5,670			4,565
Total liabilities		212,755			244,696
Commitments and contingencies (Note 14)
Equity:
Net Parent company investment		1,025,838			1,084,630
Accumulated other comprehensive income (loss)		(676	)		1,311
Noncontrolling interest		(9,205	)		(5,758	)
Total equity		1,015,957			1,080,183
Total liabilities and equity	$	1,228,712		$	1,324,879

The accompanying notes are an integral part of these combined financial statements.

F-5

Xperi Product

(a business of Xperi Holding Corporation)

COMBINED STATEMENTS OF CASH FLOWS

(in thousands)

	Years Ended December 31,
	2021			2020			2019
Cash flows from operating activities:
Net loss	$	(179,078	)	$	(141,293	)	$	(82,371	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation of property and equipment		22,584			16,666			5,666
Amortization of intangible assets		105,311			98,209			88,074
Stock-based compensation expense		33,509			19,183			17,311
Deferred income tax		6,913			(20,116	)		(13,984	)
Provision for credit losses		(1,016	)		5,973			(74	)
Other		(738	)		3,256			(135	)
Changes in operating assets and liabilities, net of business acquisitions:
Accounts receivable		(2,416	)		(10,827	)		6,124
Unbilled contracts receivable, net		15,475			3,436			12,547
Other assets		15,296			(5,170	)		(1,400	)
Accounts payable		(4,018	)		(3,111	)		798
Accrued and other liabilities		(37,249	)		12,064			(7,938	)
Deferred revenue		1,974			(2,047	)		90
Net cash from operating activities		(23,453	)		(23,777	)		24,708
Cash flows from investing activities:
Purchases of property and equipment		(8,893	)		(6,601	)		(6,934	)
Net cash received (paid) from the Mergers					33,143			—
Net cash received (paid) from MobiTV acquisition		(12,401	)
Proceeds from sales of short-term investments		—			415			2,334
Purchases of intangible assets		(186	)		(435	)		—
Net cash from investing activities		(21,480	)		26,522			(4,600	)
Cash flows from financing activities:
Contingent consideration payments after acquisition		—			—			(1,200	)
Net transfers from (to) Parent		83,330			34,244			(15,870	)
Net cash from financing activities		83,330			34,244			(17,070	)
Effect of exchange rate changes on cash and cash equivalents		(3,326	)		1,371			—
Net increase in cash and cash equivalents		35,071			38,360			3,038
Cash and cash equivalents at beginning of period		85,624			47,264			44,226
Cash and cash equivalents at end of period	$	120,695		$	85,624		$	47,264
Supplemental disclosure of cash flow information
Income taxes paid, net of refunds	$	11,801		$	8,575		$	4,221

The accompanying notes are an integral part of these combined financial statements.

F-6

Xperi Product

(a business of Xperi Holding Corporation)

COMBINED STATEMENTS OF EQUITY

(in thousands)

	Net Parent Company Investment			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interest			Total Equity
Balance as of December 31, 2018	$	796,195		$	—		$	(1,295	)	$	794,900
Net loss		(80,868	)		—			(1,503	)		(82,371	)
Other comprehensive income		—			—			—			—
Issuance of equity to noncontrolling interest		—			—			(13	)		(13	)
Net transfers from Parent		1,454			—			—			1,454
Balance as of December 31, 2019		716,781			—			(2,811	)		713,970
Net loss		(138,327	)		—			(2,966	)		(141,293	)
Other comprehensive income		—			1,311						1,311
Issuance of equity to noncontrolling interest		—			—			19			19
Net transfers from Parent		506,176			—			—			506,176
Balance as of December 31, 2020		1,084,630			1,311			(5,758	)		1,080,183
Net loss		(175,622	)		—			(3,456	)		(179,078	)
Other comprehensive loss		—			(1,987	)					(1,987	)
Issuance of equity to noncontrolling interest		—			—			9			9
Net transfers from Parent		116,830			—						116,830
Balance as of December 31, 2021	$	1,025,838		$	(676	)	$	(9,205	)	$	1,015,957

The accompanying notes are an integral part of these combined financial statements.

F-7

Xperi Product

(a business of Xperi Holding Corporation)

NOTES TO COMBINED FINANCIAL STATEMENTS

NOTE 1 – THE COMPANY AND BASIS OF PRESENTATION

On December 18, 2019, Xperi Corporation (“Pre-Merger Xperi”) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with TiVo Corporation (“Pre-Merger TiVo”) to combine in an all-stock merger of equals transaction (the “Mergers”). Immediately following the consummation of the Mergers on June 1, 2020 (the “Merger Date”), Xperi Holding Corporation (“Xperi”), a Delaware corporation founded in December 2019 under the name “XRAY-TWOLF HoldCo Corporation,” became the parent company of both Pre-Merger Xperi and Pre-Merger TiVo. See “Note 9 – Business Combinations” for a more detailed description of the Mergers.

In 2020, following the Mergers, the new parent company, Xperi announced plans to separate into two independent publicly traded companies (the “Separation”), one comprising its intellectual property licensing business and one comprising its product business. The Separation is intended to take the form of a tax-free spin-off to Parent’s stockholders of 100% of the shares of its product-related business, which will be referred to as Xperi Product (“Xperi Product” or the “Company”). In connection with the Separation, the Xperi Product business becomes Xperi Inc. and Xperi will be renamed and continue as Adeia Inc. (“Adeia”). In connection with the distribution of Xperi Product, Adeia is expected to change its stock symbol to “ADEA.” The Separation is subject to certain conditions, including, among others, obtaining final approval from Xperi’s board of directors, receipt of one or more opinions with respect to certain U.S. federal income tax matters relating to the Separation and the U.S. Securities and Exchange Commission (the “SEC”) declaring the effectiveness of the registration statement on Form 10 of which the combined financial statements form a part.

Pre-Merger Xperi was determined to be the accounting acquirer in the Mergers. As a result, the historical financial statements of Pre-Merger Xperi for periods prior to the Mergers are considered to be the historical financial statements of Xperi. As used herein, the “Parent” refers to Xperi Corporation when referring to periods prior to June 1, 2020 and to Xperi Holding Corporation when referring to periods subsequent to June 1, 2020.

Xperi Product is a leading consumer and entertainment product/solutions licensing company. The Company creates extraordinary experiences at home and on the go for millions of consumers around the world, elevating content and how audiences connect with it in a way that is more intelligent, immersive and personal. Powering smart devices, connected cars, entertainment experiences and more, the Company has created a unified ecosystem that reaches highly engaged consumers, uncovering significant new business opportunities, now and in the future. The Company’s technologies are integrated into billions of consumer devices and media platforms worldwide, driving increased value for partners, customers and consumers. The Company currently groups its business into four categories based on the products delivered and customers served: Pay-TV, Consumer Electronics, Connected Car and Media Platform.

The Combined Financial Statements were prepared in connection with the Separation and have been derived from the Consolidated Financial Statements and accounting records of Parent as if Xperi Product had operated on a standalone basis during the periods presented and were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The accounting policies used to derive the Combined Financial

Statements amounts are the same as those used by the Parent. As a direct ownership relationship did not exist among all the various legal entities comprising the product business, net Parent company investment in Xperi Product is shown in lieu of stockholders’ equity in the Combined Financial Statements.

The Combined Balance Sheets of the Company include Parent assets and liabilities that are specifically identifiable or otherwise attributable to the Company, including subsidiaries in which Parent has a controlling financial interest. In the fourth quarter of 2018, the Company funded a new subsidiary, Perceive Corporation (“Perceive”), which was created to focus on delivering edge inference solutions. As of December 31, 2021, the Company owned approximately 81% of Perceive. The operating results of Perceive have been included in the Company’s combined financial statements since the fourth quarter of 2018.

F-8

The Company is dependent on Parent for all of its working capital and financing requirements as Parent uses a centralized approach to cash management and financing its operations. Financial transactions relating to the Company are accounted for through the Net Parent company investment on the Combined Balance Sheets. Accordingly, none of Parent’s cash and cash equivalents have been allocated to the Company for any of the periods presented, unless those balances were directly attributable to the Company. The Company reflects transfers of cash to and from Parent’s cash management system as a component of Net Parent company investment on the Combined Balance Sheets. Parent’s long-term debt has not been attributed to the Company for any of the periods presented because Parent’s borrowings are not the legal obligation of the Company. The Parent has committed to provide support through the earlier of one year from the issuance date of the financial statements or the consummation of the transaction that will provide the Company with a minimum of $75.0 million of cash upon spin-off to be able to fund the ongoing operations of Xperi Product. The cash and cash equivalents, including the Company’s expected capitalization from Parent at the distribution date, will be sufficient to support its operations, capital expenditures and income tax payments, in addition to any investments and other capital allocation needs for at least the next 12 months.

The Combined Statements of Operations and Comprehensive Loss of the Company reflect allocations of general corporate expenses from Parent, including, but not limited to, executive management, sales and marketing, finance, legal, information technology, employee benefits administration, stock-based compensation, treasury, risk management, procurement and other shared services. These allocations were made on a direct usage basis when identifiable, with the remainder allocated on a pro rata basis of billing, revenue, headcount or other measures as determined appropriate. Management of the Company and Parent consider these allocations to be a reasonable reflection of the utilization of services by, or the benefits provided to, the Company. The allocations may not, however, reflect the expenses the Company would have incurred as a standalone company for the periods presented. Actual costs that may have been incurred if the Company had been a standalone company would depend on a number of factors, such as the chosen organizational structure, whether functions were outsourced or performed by employees and decisions with respect to areas such as facilities, information technology and operating infrastructure.

Parent maintains various benefit and stock-based compensation plans at a corporate level. The Company’s employees participate in those programs and a portion of the cost of those plans is included in the Company’s Combined Financial Statements. The Company’s Combined Balance Sheets and Combined Statements of Equity do not include any benefit plan obligations or any equity related to stock-based compensation plans. See “Note 12 – Stock-Based Compensation Expense” for a description of the accounting for stock-based compensation.

The Company’s fiscal year ends on December 31. The Company employs a calendar month-end reporting period for its quarterly reporting.

Xperi Product qualifies as an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Xperi Product has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Xperi Product, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

F-9

Xperi Product’s historical results are included as a part of the Parent’s consolidated financial statements which are filed with the SEC. As a result, Xperi Product tracks the effective dates and adopts all guidance applicable to it consistent with the manner that the Parent tracks and adopts all applicable guidance. However, the Company intends to adopt future standards at the appropriate date for emerging growth companies once it is established as a stand-alone company. This may make comparison of its financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult because of the potential differences in accounting standards used.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared in accordance with U.S. GAAP.

Principles of Combination

The Combined Financial Statements include the Company’s net assets and results of operations as described above. All intercompany transactions and accounts within the combined business of the Company have been eliminated. Intercompany transactions between the Company and Parent are considered to be effectively settled in the Combined Financial Statements at the time the transaction is recorded. The net effect of the settlement of these intercompany transactions is reflected on the Combined Statements of Cash Flows within financing activities and on the Combined Balance Sheets within Net Parent company investment.

Net Parent Company Investment

Net Parent company investment on the Combined Balance Sheets and Combined Statements of Equity represents Parent’s historical investment in the Company, the net effect of transactions with and allocations from Parent, and the Company’s accumulated deficit. See Note – 11 Related Party Transactions and Net Parent Company Investment for further information about transactions between the Company and Parent.

Earnings or loss per share data has not been presented in the accompanying combined financial statements because Xperi Product does not operate as a separate legal entity with its own capital structure.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. The accounting estimates and assumptions that require management’s most significant, challenging, and subjective judgment include the estimation of licensees’ quarterly royalties prior to receiving the royalty reports, the determination of stand-alone selling price and the transaction price in an arrangement with multiple performance obligations, the assessment of the recoverability of goodwill, the assessment of useful lives and recoverability of other intangible assets and long-lived assets, recognition and measurement of current and deferred income tax assets and liabilities, the assessment of unrecognized tax benefits, and purchase accounting resulting from business combinations. Actual results experienced by the Company may differ from management’s estimates.

The COVID-19 pandemic has resulted in a global slowdown of economic activity which has reduced demand for a broad variety of goods and services, while disrupting sales channels, marketing activities and supply chains. The Company’s business operations have been negatively impacted by the COVID-19 pandemic and related events, and the Company expects this disruption may continue to have a negative impact on its revenue and results of operations, especially in light of the spread of the highly transmissible Omicron variant. The full extent of the future impact of the COVID-19 pandemic on the Company’s operational and financial performance is currently uncertain and will depend on many factors outside the Company’s control, including, without limitation, the timing, extent, trajectory and duration of the pandemic; the availability, distribution and effectiveness of vaccines; the spread of new variants of COVID-19; the continued or renewed imposition of protective public safety measures; the continuing disruption of the global supply chain affecting the Company’s industry; and the impact of the pandemic on the global economy and demand for consumer products.

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The impact of the COVID-19 pandemic and related events, including actions taken by various government authorities in response, have increased market volatility and make the estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes more difficult. As of the date of issuance of the financial statements, the Company is not aware of any specific event or circumstance that would require it to update its estimates, judgments or revise the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the combined financial statements as soon as they become known.

Revenue Recognition

Revenue is recognized when control of the promised goods or services is transferred to a customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services, which may include various combinations of goods and services which are generally capable of being distinct and accounted for as separate performance obligations. See “Note 4 – Revenue” for a detailed discussion on revenue and revenue recognition.

Segment Reporting

Operating segments are defined as components of an enterprise for which separate financial information is available and that is evaluated on a regular basis by the chief operating decision-maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The CODM reviews financial information presented on a combined basis for purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has determined that it has one operating segment, which is also its reportable segment.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions.

Non-Marketable Equity Investments

Investments in entities over which the Company has the ability to exercise significant influence, but does not hold a controlling interest, are accounted for using the equity method. Under the equity method, the Company records its proportionate share of income or loss in other income and expense, net, in the Combined Statements of Operations. Investments in entities over which the Company does not have the ability to exercise significant influence and which do not have readily determinable fair values, are initially recognized at cost and remeasured through earnings when there is an observable transaction involving the same or similar investment of the same issuer, or due to an impairment. The fair value of non-marketable equity investments is not estimated if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment. The Company monitors its non-marketable securities portfolio for potential impairment. When there is evidence that the expected fair value of the investment has declined to below the recorded cost, the impairment loss is recorded in other income and expense, net, in the Combined Statements of Operations.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amount of cash equivalents, accounts receivable, accounts payable and accrued liabilities approximates fair value due to the short-term nature of these instruments. See “Note 7 – Fair Value” for further information.

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Concentration of Credit and Other Risks

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash equivalents and accounts receivable. The Company participates in cash management, funding arrangements and risk management programs managed by Parent. The Company also maintains cash and cash equivalents with various financial institutions. These financial institutions are located in many different geographic regions, and the Company’s policy is designed to limit exposure from any particular institution. As part of its risk management processes, the Company performs periodic evaluations of the relative credit standing of these financial institutions. The Company has not sustained material credit losses from instruments held at these financial institutions. The Company believes that any concentration of credit risk in its accounts receivable is substantially mitigated by the Company’s evaluation process, relatively short collection terms and the high level of credit worthiness of its customers. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary but generally requires no collateral.

At December 31, 2021, the Company had no customer representing 10% or more of aggregate trade receivables. At December 31, 2020, the Company had one customer representing 10% of aggregate trade receivables.

The following table sets forth revenue generated from customers which comprise 10% or more of total revenue for the periods indicated.

	Years Ended December 31,
	2021		2020		2019
Sony Corporation		*		*		12	%
Panasonic Corporation		*		*		10	%

* denotes less than 10% of total revenue.

The Company outsources to third parties certain supply-chain activities related to inventory warehousing, order fulfillment, distribution and other direct sales logistics. The Company cannot be sure that these parties will perform their obligations as expected or that any revenue, cost savings or other benefits will be derived from the efforts of these parties. If any of these parties breaches or terminates their agreement with the Company or otherwise fails to perform their obligations in a timely manner, the Company may be delayed or prevented from commercializing its products and services.

Accounts Receivable

The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records a receivable when revenue is recognized prior to cash collection.

Payment terms and conditions vary by contract type, location of customer and the products or services offered, although terms generally require payment from a customer within 30 to 60 days. When the timing of revenue recognition differs from the timing of cash collection, an evaluation is performed to determine whether the contract includes a significant financing component.

Allowance for Credit Losses

The allowance for credit losses, which includes the allowance for accounts receivable and unbilled contracts receivable, represents the Company’s best estimate of lifetime expected credit losses inherent in those financial assets. The Company’s lifetime expected credit losses are determined using relevant information about past events (including historical experience), current conditions, and reasonable and supportable forecasts that affect collectability. The Company monitors its credit exposure through ongoing credit evaluations of its customers’

F-12

financial condition and limits the amount of credit extended when deemed necessary. In addition, the Company performs routine credit management activities such as timely account reconciliations, dispute resolution, and payment confirmations. The Company may employ collection agencies and legal counsel to pursue recovery of defaulted receivables. See “Note 4 – Revenue” for a further discussion of the allowance for credit losses.

Inventory

Inventories consist primarily of finished DVRs, non-DVRs, including TiVo Stream 4K, and accessories and are stated at the lower of cost or net realizable value on an aggregate basis. Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. Adjustments to reduce the carrying amount of inventory to the lower of cost or net realizable value are made, if required, for inventory with selling prices below cost and for excess or obsolete goods, which includes a review of, among other factors, demand requirements and market conditions.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting in accordance with ASC 805, “Business Combinations.” Identifiable assets acquired and liabilities assumed are recorded at their acquisition date fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Acquisition related costs are expensed as incurred. Upon acquisition, the accounts and results of operations are consolidated as of and subsequent to the acquisition date.

When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. The Company utilizes commonly accepted valuation techniques, such as the income approach and the cost approach, as appropriate, in establishing the fair value of intangible assets. Typically, key assumptions include projections of cash flows that arise from identifiable intangible assets of acquired businesses as well as discount rates based on an analysis of the weighted average cost of capital, adjusted for specific risks associated with the assets. See “Note 9 – Business Combinations” for additional detail.

Goodwill and Identified Intangible Assets

Goodwill. Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and identified intangible assets acquired under a business combination. Goodwill also includes acquired assembled workforce, which does not qualify as an identifiable intangible asset. The Company reviews impairment of goodwill annually in the fourth quarter, or more frequently if events or circumstances indicate that the goodwill might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary.

If, based on the qualitative assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company proceeds to perform the quantitative goodwill impairment test. The Company first determines the fair value of a reporting unit using weighted results derived from an income approach and a market approach. The fair value using an income approach is estimated through the discounted cash flow method based on assumptions about future conditions such as revenue growth rates, operating expenses, EBITDA, discount rates, and other assumptions. Market approaches used by management include the market comparable method, which estimates the fair value based on revenue multiples from comparable companies in similar lines of business, and the market transaction method, which estimates the fair value of the reporting unit by utilizing comparable transactions and transaction multiples. The Company then compares the derived fair value of a reporting unit with its carrying amount. If the carrying value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.

F-13

Identified intangible assets. Identified finite-lived intangible assets consist of acquired patents, existing technology, customer relationships, trademarks and trade names, non-compete agreements resulting from business combinations, and acquired patents under asset purchase agreements. The Company’s identified intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from 1 to 15 years. The Company makes judgments about the recoverability of finite-lived intangible assets whenever facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, the Company assesses recoverability by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the Company would accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life.

Identified indefinite-lived intangible assets include TiVo tradenames and trademarks resulting from business combinations. The Company evaluates the carrying value of indefinite-lived intangible assets on an annual basis, and an impairment charge would be recognized to the extent that the carrying amount of such assets exceeds their estimated fair value.

For further discussion of goodwill and identified intangible assets, see “Note 10 – Goodwill and Identified Intangible Assets.”

Leases

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, accrued liabilities, and noncurrent operating lease liabilities in the Company’s combined balance sheets. The ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. As a practical expedient, the Company elected, for all office and facility leases, not to separate non-lease components from lease components and instead to account for each separate lease component and its associated non-lease components as a single lease component. Refer to Note 3 – Recent Accounting Pronouncements for a detailed description of the Company’s adoption of ASU No. 2016-02, “Leases” (Topic 842).

Warranty

The Company accrues for the expected material and labor costs required to provide warranty services on its products. The Company’s warranty accrual is estimated based on the total volume of units sold, the term of the warranty period, expected failure rates and the estimated cost to replace or repair the defective unit.

Research and Development

Research and development costs are comprised primarily of employee-related costs, stock-based compensation expense, engineering consulting expenses associated with new product and technology development, product commercialization, quality assurance and testing costs, as well as costs related to information technology, patent applications and examinations, materials, supplies, and an allocation of facilities costs. All research and development are expensed as incurred.

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Stock-based Compensation Expense

The Company’s employees have historically participated in Parent’s stock-based compensation programs. Stock- based compensation expense has been attributed to the Company based on the awards and terms previously granted to the Company’s direct employees, as well as an allocation of Parent’s corporate and shared functional employee expenses.

Stock-based compensation costs are estimated based on the grant date fair value of the award. Stock-based compensation cost is only recognized for those awards for which the requisite service is expected to be rendered on a straight-line basis over the requisite service period of the award. Stock-based compensation is estimated based on the aggregate grant for service-based awards and at the individual vesting tranche for awards with performance and/or market conditions. Forfeiture estimates are based on Parent’s historical experience. Forfeiture estimates are revised during the requisite service period and the effect of changes in the number of awards expected to vest during the requisite service period is recorded as a cumulative adjustment in the period estimates are revised.

Income Taxes

The Company’s operations have historically been included in the tax returns filed by the respective Parent entities of which the Company’s businesses are a part. Income tax expense and other income tax-related information contained in these Combined Financial Statements are presented on a separate return basis as if the Company filed its own tax returns. The separate return method applies the accounting guidance for income taxes to the Company’s standalone financial statements as if it were a separate taxpayer and a standalone enterprise for the periods presented. Current income tax liabilities related to entities which file jointly with Parent are assumed to be immediately settled with Parent and are relieved through the Net Parent company investment and are presented in Net transfers from and to Parent in the Combined Statements of Cash Flows.

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of assets and liabilities and their respective tax bases and operating loss and tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable to the years in which those temporary differences are expected to reverse. A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized.

From time to time, the Company engages in transactions in which the tax consequences may be subject to uncertainty. Significant judgment is required in assessing and estimating the tax consequences of these transactions. Accruals for unrecognized tax benefit liabilities, which represent the difference between a tax position taken or expected to be taken in a tax return and the benefit recognized for financial reporting purposes, are recorded when the Company believes it is not more-likely-than-not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Adjustments to unrecognized tax benefits are recognized when facts and circumstances change, such as the closing of a tax audit, notice of an assessment by a taxing authority or the refinement of an estimate. Income tax benefit includes the effects of adjustments to unrecognized tax benefits, as well as any related interest and penalties.

Advertising Costs

Advertising costs are expensed as incurred and are presented within selling, general and administrative expense in the Combined Statements of Operations. Advertising expenses for the years ended December 31, 2021, 2020 and 2019, were $9.1, $11.3 and $4.9 million, respectively.

F-15

Indemnification

The Company provides indemnification of varying scope to certain customers against claims of intellectual property infringement made by third parties arising from the use of the Company’s technologies. In accordance with authoritative guidance for accounting for guarantees, the Company evaluates estimated losses for such indemnification. The Company considers such factors as the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. To date, no such claims have been filed against the Company and no liability has been recorded in the Company’s combined financial statements.

As permitted under Delaware law, the Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company believes, given the absence of any such payments in the Company’s history, and the estimated low probability of such payments in the future, that the estimated fair value of these indemnification agreements is immaterial. In addition, Parent has and the Company anticipates having at the time of separation, directors’ and officers’ liability insurance coverage that is intended to reduce its financial exposure and may enable Parent and the Company to recover any payments, should they occur.

Contingencies

From time to time, the Company may be involved in legal and administrative proceedings and claims of various types. The Company records a liability in its combined financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. Management reviews these estimates in each accounting period as additional information becomes known and adjusts the loss provision when appropriate. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in the combined financial statements. If a loss is probable but the amount of loss cannot be reasonably estimated, the Company discloses the loss contingency and an estimate of possible loss or range of loss (unless such an estimate cannot be made). The Company does not recognize gain contingencies until they are realized. Legal costs incurred in connection with loss contingencies are expensed as incurred.

Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the related assets’ estimated useful lives:

Equipment, furniture and other	1 to 5 years
Leasehold improvements	Lesser of related lease term or 5 years
Building and improvements	Up to 30 years

Expenditures that materially increase asset life are capitalized, while ordinary maintenance and repairs are expensed as incurred.

Software Development Costs

Costs are capitalized to acquire or develop software subsequent to establishing technological feasibility for the software, which is generally on completion of a working prototype that has been certified as having no critical bugs and is a release candidate or when an alternative future use exists. Capitalized software development costs are amortized on a straight-line basis over their estimated useful lives, ranging from one to five years.

F-16

Foreign Currency Translation

The Company predominantly uses the U.S. dollar as its functional currency. Certain non-U.S. subsidiaries designate a local currency as their functional currency. The translation of assets and liabilities into U.S. dollars for subsidiaries with a functional currency other than the U.S. dollar is performed using exchange rates in effect at the balance sheet date. The translation of revenue and expenses into U.S. dollars for subsidiaries with a functional currency other than the U.S. dollar is performed using the average exchange rate for the respective period. Gains or losses from cumulative translation adjustments, net of tax, are included as a component of accumulated other comprehensive income (loss) in the Combined Balance Sheets. The Company records net foreign exchange transaction gains and losses resulting from the conversion of the transaction currency to the functional currency within other income and expense, net.

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, “Leases” (Topic 842), which generally requires companies to recognize operating and financing lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. On January 1, 2019, the Company adopted the new standard using the modified retrospective transition approach and elected the transition option, under which the Company initially applied the transition requirements to all leases that existed at December 31, 2018, with no impact to Net Parent company investment.

One of the most significant impacts from adopting Topic 842 was the initial recognition of operating lease ROU assets and operating lease liabilities of $7.5 million and $8.0 million, respectively, as of January 1, 2019. Operating lease liabilities consist of both current and noncurrent portions with the current portion included in the balance of accrued liabilities. The standard did not materially impact the Company’s Combined Statements of Operations and had no impact on cash flows. Through the Mergers, Parent acquired ROU assets of $71.4 million and operating lease liabilities of $72.8 million, representing TiVo Product’s operating leases. For additional detail, refer to “Note 9 – Business Combinations.”

In September 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. The current expected credit loss model is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect collectability. Current expected credit losses, and subsequent adjustments, represent an estimate of lifetime expected credit losses that are recorded as an allowance deducted from the amortized cost of the financial instrument. On January 1, 2020, the Company adopted the new standard using a modified retrospective transition approach for the provisions related to application of the current expected credit loss model to financial instruments. The adoption of this standard did not have a material impact on the Company’s combined financial statements. For additional detail, refer to “Note 4 – Revenue.”

In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-15”) modifying the requirements for capitalizing costs incurred to implement a hosting arrangement that is a service contract. The modified requirements were intended to align the cost capitalization requirements for hosting arrangements with the cost capitalization requirements for internal-use software. The Company adopted the standard on January 1, 2020, and applied the modified requirements prospectively to all implementation costs incurred after the date of adoption. The adoption did not have a material impact on the Company’s combined financial statements.

In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). The purpose of the update is to reduce the complexity pertaining to certain areas in accounting for income taxes. Key amendments from ASU 2019-12 include, but are not limited to, the accounting for hybrid tax regimes, step-up in tax basis for goodwill in non-business combination transactions, intraperiod tax allocation exception to the incremental approach, and interim period accounting for enacted changes in tax law. The Company adopted the new standard prospectively on January 1, 2021. The adoption did not have an impact on the Company’s Combined Financial Statements.

F-17

Recent Accounting Pronouncements

In October 2021, the FASB issued ASU 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”), which amends the guidance in ASC 805 to require that an entity (acquirer) recognize and measures contract assets and contract liabilities acquired in a business combination in accordance with Revenue from Contracts with Customers (“Topic 606”). As a result of the amendments, it is expected that an acquirer will generally recognize and measure acquired contract assets and contract liabilities in a manner consistent with how the acquiree recognized and measured them in its preacquisition financial statements. ASU 2021-08 is effective for public business entities for fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company plans to early adopt the new standard in the first quarter of 2022 and does not currently expect the adoption to have a material impact on the Company’s combined financial statements.

NOTE 4 – REVENUE

Revenue Recognition

General

Revenue is recognized when control of the promised goods or services is transferred to a customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services, which may include various combinations of goods and services which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of sales taxes collected from customers which are subsequently remitted to governmental authorities.

Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the individual performance obligations are separately accounted for if they are distinct. In an arrangement with multiple performance obligations, the transaction price is allocated among the separate performance obligations on a relative stand-alone selling price basis. The determination of stand-alone selling price considers market conditions, the size and scope of the contract, customer and geographic information, and other factors. When observable prices are not available, stand-alone selling price for separate performance obligations is based on the cost-plus-margin approach, considering overall pricing objectives.

When variable consideration is in the form of a sales-based or usage-based royalty in exchange for a license of technology or when a license of technology is the predominant item to which the variable consideration relates, revenue is recognized at the later of when the subsequent sale or usage occurs or the performance obligation to which some or all of the sales-based or usage-based royalty has been allocated has been satisfied or partially satisfied.

Description of Revenue-Generating Activities

The Company derives the majority of its revenue from licensing its technology to customers. These arrangements are summarized below based on how the technology is delivered to customers: License arrangements and Technology Solutions arrangements. For License arrangements, the customer obtains rights to the technology delivered at the commencement of the agreement. For Technology Solutions arrangements, the customer receives access to a platform, media or data that includes frequent updates, where access to such updates is critical to the functionality of the technology. The timing of when performance obligations are satisfied, as well as the fee arrangements underlying each agreement, determine when revenue is recognized.

F-18

License Arrangements

The Company licenses its audio, digital radio and imaging technology to consumer electronics (“CE”) manufacturers, automotive manufacturers or their supply chain partners.

The Company generally recognizes royalty revenue from licenses based on units shipped or manufactured. Revenue is recognized in the period in which the customer’s sales or production are estimated to have occurred. This may result in an adjustment to revenue when actual sales or production are subsequently reported by the customer, generally in the month or quarter following sales or production. Estimating customers’ quarterly royalties prior to receiving the royalty reports requires the Company to make significant assumptions and judgments related to forecasted trends and growth rates used to estimate quantities shipped or manufactured by customers, which could have a material impact on the amount of revenue it reports on a quarterly basis.

Certain customers enter into fixed fee or minimum guarantee agreements, whereby customers pay a fixed fee for the right to incorporate the Company’s technology in the customer’s products over the license term. In arrangements with a minimum guarantee, the fixed fee component corresponds to a minimum number of units or dollars that the customer must produce or pay, with additional per-unit fees for any units or dollars exceeding the minimum. The Company generally recognizes the full fixed fee as revenue at the beginning of the license term when the customer has the right to use the technology and begins to benefit from the license, net of the effect of any significant financing components calculated using customer-specific, risk-adjusted lending rates, with the related interest income being recognized over time on an effective rate basis. For minimum guarantee agreements where the customer exceeds the minimum, the Company recognizes revenue relating to any additional per-unit fees in the periods it believes the customer will exceed the minimum and adjusts the revenue based on actual usage once that is reported by the customer.

Technology Solutions Arrangements

For Technology Solutions, the Company provides on-going media or data delivery, hosting and access to its platform, and software updates. For these solutions, the Company generally receives fees on a per-subscriber per-month basis or as a fixed fee, and revenue is recognized during the month in which the solutions are provided to the customer. For most of the Technology Solutions offerings, substantially all functionality is obtained through the Company’s continuous hosting and/or updating of the data and content. In these instances, the Company typically has a single performance obligation related to these ongoing activities in the underlying arrangement. For those arrangements that include multiple performance obligations, the Company allocates the consideration as described above and recognizes revenue for each distinct performance obligation when control of the promised goods or services is transferred to the customer.

The Company also generates revenue from non-recurring engineering (“NRE”) services, advertising, and hardware products, each of which was less than 5% of total revenue for all periods presented.

Practical Expedients and Exemptions

The Company applies a practical expedient to not perform an evaluation of whether a contract includes a significant financing component when the timing of revenue recognition differs from the timing of cash collection by one year or less.

The Company applies a practical expedient to expense costs to obtain a contract with a customer as incurred as a component of selling, general and administrative expenses when the amortization period would have been one year or less.

F-19

The Company applies a practical expedient when disclosing revenue expected to be recognized from unsatisfied performance obligations to exclude contracts with customers with an original duration of one year or less; amounts attributable to variable consideration arising from (i) a sales-based or usage-based royalty of a technology license or (ii) when variable consideration is allocated entirely to a wholly unsatisfied performance obligation; or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation.

Revenue Details

The following information depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors by disaggregating revenue by product category/end market and geographic location.

Revenue disaggregated by business model was as follows (in thousands):

	Years Ended December 31,
	2021		2020		2019
Licensing	$	271,254	$	182,188	$	198,124
Technology Solutions		215,229		193,913		—
Total revenue	$	486,483	$	376,101	$	198,124

Revenue disaggregated by product category/end market was as follows (in thousands):

	Years Ended December 31,
	2021		2020		2019
Pay-TV	$	262,929	$	164,865	$	—
Consumer Electronics		99,529		111,726		116,130
Connected Car		88,306		79,021		81,994
Media Platform		35,719		20,489		—
Total revenue	$	486,483	$	376,101	$	198,124

A significant portion of the Company’s revenue is derived from licensees headquartered outside of the U.S., principally in Asia, and it is expected that this revenue will continue to account for a significant portion of total revenue in future periods. The following table presents the Company’s revenue disaggregated by geographic area (in thousands):

	Years Ended December 31,
	2021				2020				2019
U.S.	$	249,537	51	%	$	182,492	49	%	$	43,498	22	%
Japan		70,956	15			60,349	16			81,169	41
Europe and Middle East		56,317	12			36,352	10			19,638	10
South Korea		38,801	7			32,101	8			28,514	14
Other		70,872	15			64,807	17			25,305	13
Total revenue	$	486,483	100	%	$	376,101	100	%	$	198,124	100	%

Contract Balances

Contracts Assets

Contract assets primarily consist of unbilled contracts receivable that are expected to be received from customers in future periods, where the revenue recognized to date exceeds the amount billed. The amount of unbilled contracts receivable may not exceed their net realizable value and are classified as long-term assets if the payments are expected to be received more than one year from the reporting date. Contract assets also include the

F-20

incremental costs of obtaining a contract with a customer, principally sales commissions when the renewal commission is not commensurate with the initial commission, and deferred engineering costs for significant software customization or modification and set-up services to the extent deemed recoverable. Contract assets were recorded in the Combined Balance Sheets as follows (in thousands):

	December 31, 2021		December 31, 2020
Unbilled contracts receivable	$	50,962	$	63,851
Other current assets		724		860
Long-term unbilled contracts receivable		3,825		6,411
Other long-term assets		1,043		1,244
Total contract assets	$	56,554	$	72,366

Contract Liabilities

Contract liabilities are mainly comprised of deferred revenue related to technology solutions arrangements, multi-period licensing, and other offerings for which the Company is paid in advance while the promised good or service is transferred to the customer at a future date or over time. Deferred revenue also includes amounts received related to professional services to be performed in the future. Deferred revenue arises when cash payments are received, including amounts which are refundable, in advance of performance obligations being completed.

Allowance for Credit Losses

The allowance for credit losses, which includes the allowance for accounts receivable and unbilled contracts receivable, represents the Company’s best estimate of lifetime expected credit losses inherent in those financial assets. The Company’s lifetime expected credit losses are determined using relevant information about past events (including historical experience), current conditions, and reasonable and supportable forecasts that affect collectability. The Company monitors its credit exposure through ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary. In addition, the Company performs routine credit management activities such as timely account reconciliations, dispute resolution, and payment confirmations. The Company may employ collection agencies and legal counsel to pursue recovery of defaulted receivables.

The following table presents the activity in the allowance for credit losses for the years ended December 31, 2021, 2020 and 2019 (in thousands):

	Years Ended December 31,
	2021						2020					2019
	Accounts Receivable			Unbilled Contracts Receivable			Accounts Receivable			Unbilled Contracts Receivable		Accounts Receivable			Unbilled Contracts Receivable
Beginning balance	$	6,454		$	1,414		$	566		$	—	$	779		$	—
Provision for credit losses		714			38			6,406			1,414		(74	)		—
Recoveries/charged-off		(4,913	)		(984	)		(518	)		—		(139	)		—
Balance at end of period	$	2,255		$	468		$	6,454		$	1,414	$	566		$	—

F-21

The 2020 increase in provision for credit losses was based on assessment of conditions including the COVID-19 pandemic and anticipation of delayed or delinquent payments on existing accounts receivable as a result of the declining financial health and liquidity positions of certain of the Company’s customers, as well as U.S. restrictions on trade with certain Chinese customers, and certain late payments and collection-related issues.

Additional Disclosures

The following table presents additional revenue and contract disclosures (in thousands):

	Years Ended December 31,
	2021		2020		2019
Revenue recognized in the period from:
Amounts included in deferred revenue at the beginning of the period	$	23,863	$	720	$	630
Amounts included in deferred revenue acquired from the Mergers	$	—	$	19,367	$	—
Performance obligations satisfied in previous periods (true ups and licensee reporting adjustments)*	$	8,772	$	13,138	$	3,267

* True ups represent the differences between the Company’s quarterly estimates of per unit royalty revenue and actual production/sales-based royalties reported by licensees in the following period. Licensee reporting adjustments represent corrections or revisions to previously reported per unit royalties by licensees, generally resulting from the Company’s inquiries or compliance audits.

Remaining revenue under contracts with performance obligations represents the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) under the Company’s fixed-fee TiVo service license, software-as-a-service agreements and engineering services contracts. The Company’s remaining revenue under contracts with performance obligations was as follows (in thousands):

	December 31,
	2021		2020
Revenue from contracts with performance obligations expected to be satisfied in:
2021	$	—	$	36,139
2022		51,201		18,624
2023		37,696		10,446
2024		13,314		4,227
2025		6,274		2,908
2026		2,226
Thereafter		399		430
Total	$	111,110	$	72,774

NOTE 5 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS

Other current assets consisted of the following (in thousands):

	December 31,
	2021		2020
Prepaid expenses	$	15,283	$	17,561
Inventory		5,102		9,819
Other		5,600		4,329
Total	$	25,985	$	31,709

F-22

Property and equipment, net consisted of the following (in thousands):

	December 31,
	2021			2020
Equipment, furniture and other	$	64,236		$	45,440
Building and improvements		18,331			18,309
Land		5,300			5,300
Leasehold improvements		22,064			22,305
Property and equipment, gross		109,931			91,354
Less: accumulated depreciation and amortization		(52,454	)		(31,069	)
Total	$	57,477		$	60,285

Property and equipment, net by geographic area was as follows (in thousands):

	December 31,
	2021		2020
U.S.	$	51,306	$	51,902
Europe		3,697		4,842
Asia and other		2,474		3,541
Total	$	57,477	$	60,285

Other assets consisted of the following (in thousands):

	December 31,
	2021		2020
Long-term deferred tax assets	$	1,847	$	6,749
Other assets		19,223		16,236
Total	$	21,070	$	22,985

Accrued liabilities consisted of the following (in thousands):

	December 31,
	2021		2020
Employee compensation and benefits	$	33,685	$	42,764
Third-party royalties		4,428		5,906
Accrued expenses		21,147		22,258
Accrued severance		1,834		4,205
Current portion of operating lease liabilities		14,725		16,129
Other		8,585		16,239
Total	$	84,404	$	107,501

Other long-term liabilities consisted of the following (in thousands):

	December 31,
	2021		2020
Long-term income tax payable	$	462	$	1,098
Other		5,208		3,467
Total	$	5,670	$	4,565

F-23

Accumulated other comprehensive income (loss) consisted of the following (in thousands):

	Years Ended December 31,
	2021			2020
Foreign currency translation adjustment, net of tax	$	(676	)	$	1,311
Total	$	(676	)	$	1,311

NOTE 6 – FINANCIAL INSTRUMENTS

Non-marketable Equity Securities

Upon merging with TiVo on June 1, 2020, the Company assumed certain investments in non-marketable equity securities. As of December 31, 2021 and December 31, 2020, other assets included equity securities accounted for under the equity method with a carrying amount of $4.8 million and $4.2 million, respectively, and equity securities without a readily determinable fair value with a carrying amount of $0.1 million and $0.1 million, respectively. No impairments or adjustments to the carrying amount of the Company’s equity securities without a readily determinable fair value were recognized in the years ended December 31, 2021 and 2020, respectively.

NOTE 7 – FAIR VALUE

The Company follows the authoritative guidance for fair value measurement and the fair value option for financial assets and financial liabilities. The Company carries its financial instruments at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or an exit price, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

Level 1 Quoted prices in active markets for identical assets.

Level 2 Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

When applying fair value principles in the valuation of assets, the Company is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The Company calculates the fair value of its Level 1 instruments based on the exchange traded price of similar or identical instruments, where available, or based on other observable inputs.

There were no marketable securities required to be measured at fair value on a recurring basis as of December 31, 2021 or December 31, 2020.

Non-Recurring Fair Value Measurements

For purchase accounting related fair value measurements, see “Note 9 – Business Combinations.”

F-24

NOTE 8 – LEASES

Under Topic 842, a contract is a lease, or contains a lease, if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration.

To determine whether a contract conveys the right to control the use of an identified asset for a period of time, an entity shall assess whether, throughout the period of use, the entity has both of the following: (a) the right to obtain substantially all of the economic benefits from use of the identified asset; and (b) the right to direct the use of the identified asset.

The Company leases office and research facilities, data centers and office equipment under operating leases which expire through 2029. The Company’s leases have remaining lease terms of one year to eight years, some of which may include options to extend the leases for five years or longer, and some of which may include options to terminate the leases within the next six years or less. Leases with an initial term of 12 months or less are not recorded on the balance sheets; expense for these leases is recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred and are not included within the lease liability and right-of-use assets calculation. As a practical expedient, the Company elected, for all office and facility leases, not to separate non-lease components (e.g., common-area maintenance costs) from lease components (e.g., fixed payments including rent) and instead to account for each separate lease component and its associated non-lease components as a single lease component. As most of the leases do not provide an implicit rate, the Company generally, for purposes of discounting lease payments, uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date.

The Company subleases certain real estate to third parties. The sublease portfolio consists of operating leases for previously exited office space. Certain subleases include variable payments for operating costs. The subleases are generally co-terminus with the head lease, or shorter. Subleases do not include any residual value guarantees or restrictions or covenants imposed by the leases. Income from subleases is recognized as a reduction to selling, general and administrative expenses.

The components of operating lease costs were as follows (in thousands):

	Years Ended December 31,
	2021			2020			2019
Fixed lease cost (1)	$	20,619		$	14,296		$	4,763
Variable lease cost		5,030			2,918			560
Less: sublease income		(9,724	)		(5,423	)		—
Total operating lease cost	$	15,925		$	11,791		$	5,323

(1) Includes short-term leases costs, which were immaterial.

F-25

Other information related to leases was as follows (in thousands, except lease term and discount rate):

	Years Ended December 31,
	2021		2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	20,826	$	14,514	$	4,139
ROU assets obtained in exchange for new lease liabilities:
Operating leases	$	6,131	$	5,684	$	5,136

	December 31, 2021			December 31, 2020			December 31, 2019
Weighted-average remaining lease term (years):
Operating leases		4.48			5.20			3.40
Weighted-average discount rate:
Operating leases		4.9	%		5.1	%		5.3	%

F-26

Future minimum lease payments and related lease liabilities as of December 31, 2021 were as follows (in thousands):

	Operating Lease Payments (1)			Sublease Income			Net Operating Lease Payments
2022	$	17,602		$	(7,487	)	$	10,115
2023		16,450			(7,618	)		8,832
2024		14,728			(7,610	)		7,118
2025		13,398			(7,386	)		6,012
2026		6,296			(935	)		5,361
Thereafter		2,970			—			2,970
Total lease payments		71,444			(31,036	)		40,408
Less: imputed interest		(7,702	)		—			(7,702	)
Present value of lease liabilities:	$	63,742		$	(31,036	)	$	32,706
Less: current obligations under leases (accrued liabilities)		(14,725	)
Noncurrent operating lease liabilities	$	49,017

(1) Future minimum lease payments exclude short-term leases as well as payments to landlords for variable common area maintenance, insurance and real estate taxes.

NOTE 9 – BUSINESS COMBINATIONS

TiVo

Pursuant to the Merger Agreement dated as of December 18, 2019 and immediately following the consummation of the Mergers on June 1, 2020 (the “Merger Date”), Xperi became the parent company of both Pre-Merger Xperi and Pre-Merger TiVo. Xperi Product’s Combined Financial Statements include the product-related business of TiVo as if Xperi Product acquired the TiVo product-related business (“TiVo Product”), which wasfunded through a transfer from Parent. The Combined Financial Statements have been prepared using the acquisition method of accounting under U.S. GAAP with Xperi Product treated as the acquirer of the assets and liabilities of TiVo Product for accounting purposes.

The Mergers created a leading consumer and entertainment technology company which offers a seamless end-to-end entertainment experience from creation to consumption; with greater scale, technology depth and breadth, and a platform relevant to one of the biggest challenges consumers of entertainment face today – how to quickly and easily find, watch and enjoy entertainment.

Assumed TiVo Equity Awards

In connection with the Mergers, the Company assumed unvested TiVo equity incentive awards with a fair value of $19.2 million, of which $5.0 million related to pre-acquisition services and was included in the purchase price, and $14.2 million related to post-acquisition services. The Company valued the restricted stock units at the Company’s closing stock price and stock options using a Black-Scholes pricing model as of the date of acquisition. The fair value relating to post-acquisition services was expected to be amortized as stock-based compensation expense over an estimated weighted average remaining service period of 2.5 years after the Mergers.

Purchase Price Allocation

Under the acquisition method of accounting, the purchase consideration delivered by Xperi Product was allocated to the assets acquired and liabilities assumed, based on their fair value at the Merger Date. Xperi Product has made significant estimates and assumptions in determining the fair value of the assets acquired and liabilities assumed based on discussions with Pre-Merger TiVo’s management and Xperi Product’s informed insights into the industries in which Xperi Product competes.

F-27

The following table summarizes the purchase price allocation for the product-related assets and liabilities of Pre-Merger TiVo, including measurement period adjustments recognized subsequent to the initial purchase price allocation:

	Estimated Useful Life (years)			Final Fair Value
Cash and cash equivalents				$	33,143
Accounts receivable					62,130
Other current assets					16,823
Property and equipment					41,306
Operating lease right-of-use assets					71,444
Identifiable intangible assets:
Customer contracts and related relationships		4-9	203,900
Developed technology		5	34,800
Content database		9	6,200
Trademarks and tradenames		N/A	21,400
Total identifiable intangible assets					266,300
Goodwill					154,553
Other long-term assets					11,926
Accounts payable & accrued liabilities					(71,408	)
Current portion of deferred revenue					(27,679	)
Deferred revenue, less current portion					(23,548	)
Long-term deferred tax liabilities					(19,611	)
Noncurrent operating lease liabilities					(59,291	)
Other long-term liabilities					(3,320	)
Total purchase price				$	452,768

F-28

Identifiable Intangible Assets

In determining the fair value, the Company utilized various forms of the income, cost and market approaches depending on the asset or liability being fair valued. The estimation of fair value required significant judgment related to cash flow forecasts, discount rates reflecting the risk inherent in each cash flow stream, competitive trends, market comparables and other factors. Inputs were generally determined using historical data supplemented by current and anticipated market conditions, and growth rates. Customer contracts and relationships relating to the product business were valued using an excess earnings method. Significant assumptions used in the discounted cash flow analysis for other customer contracts and relationships were the revenue growth rate, EBITDA margins, and the discount rate. Trademark and tradename, developed technology, and content database intangible assets were valued using a relief-from-royalty method. The significant assumptions used in the discounted cash flow analysis for (i) trademarks and tradenames were the royalty rates, revenue growth rates, and discount rate, and (ii) developed technology and content database were the royalty rates.

Goodwill

The excess of the consideration transferred over the fair value of assets acquired and liabilities assumed was recognized as goodwill. The goodwill is generated from operational synergies and cost savings the Company expects to achieve from the combined operations, as well as the expected benefits from future technologies that do not meet the definition of an identifiable intangible asset and TiVo Product’s knowledgeable and experienced workforce. Of the total goodwill acquired, $16.1 million is expected to be deductible for tax purposes; the remainder of the goodwill is not expected to be deductible for tax purposes.

TiVo Product Results of Operations

TiVo Product’s results of operations and cash flows have been included in the Company’s combined financial statements for periods subsequent to June 1, 2020, and TiVo’s product-related or product business assets and liabilities were recorded at their estimated fair values in the Company’s Combined Balance Sheets as of June 1, 2020. For the year ended December 31, 2020, TiVo Product contributed $193.9 million of revenue and $224.0 million of operating expenses to the operating results of the Company.

Transaction and Severance Costs

In connection with the Mergers, Parent incurred, during the year ended December 31, 2020, significant one-time expenses such as transaction related costs (e.g., bankers fees, legal fees, consultant fees, etc.), lease impairment charges due to facilities consolidation, severance and retention costs (including stock-based compensation expense resulting from the contractually required acceleration of equity instruments for departing executives). Total transaction related costs and lease impairment charges were $8.9 million and $2.4 million for Xperi Product, respectively, in 2020. No significant transaction related costs and lease impairment charges were incurred in 2021. In addition, post-merger severance and retention costs (including related stock-based compensation expense) amounted to $6.5 million and $10.6 million in 2021 and 2020, respectively.

Unaudited Supplemental Pro Forma Information

The following unaudited pro forma financial information assumes the companies were combined as of January 1, 2019. The unaudited pro forma financial information as presented below is for informational purposes only and is based on estimates and assumptions that have been made solely for purposes of developing such pro forma information. This is not necessarily indicative of the results of operations that would have been achieved if the Mergers had taken place on January 1, 2019, nor is it necessarily indicative of future results. Consequently, actual results could differ materially from the unaudited pro forma financial information presented below. The

F-29

following table presents the pro forma operating results as if Pre-Merger TiVo’s product business had been included in the Company’s Combined Statements of Operations as of January 1, 2019 (unaudited, in thousands):

	Years Ended December 31,
	2020			2019
Revenue	$	512,580		$	546,243
Net loss attributable to Xperi Product	$	(253,193	)	$	(250,462	)

The unaudited supplemental pro forma information above includes the estimated impact of purchase accounting and other material, nonrecurring adjustments directly attributable to the Mergers. These pro forma adjustments primarily include the following (in thousands):

	Years Ended December 31,
	2020			2019
Estimated decrease to earnings due to revenue adjustments resulting from purchase accounting	$	(1,010	)	$	(2,862	)
Estimated increase (decrease) to earnings to adjust for transaction and other related costs, including facilities impairment charges, incurred in connection with the Mergers	$	7,010		$	(4,924	)
Estimated increase (decrease) to earnings to adjust for severance and retention costs, including related stock-based compensation expense, incurred in connection with the Mergers	$	12,275		$	(13,467	)
Estimated increase to earnings to reflect changes in amortization expense due to acquired intangible assets	$	5,166		$	11,703
Estimated decrease to earnings due to pro forma adjustments for income taxes	$	(18,767	)	$	647

The unaudited supplemental pro forma information above does not include any cost saving synergies from operating efficiencies.

MobiTV

On May 31, 2021, the Company completed its acquisition of certain assets and assumption of certain liabilities of MobiTV, a provider of application-based Pay- TV video delivery solutions. The acquisition expands the Company’s IPTV Managed Service capabilities, which is expected to grow the addressable market for the Company’s IPTV products and further secure TiVo’s position as a leading provider of Pay-TV solutions. The net purchase price for the MobiTV Acquisition was $12.4 million in cash.

F-30

Purchase Price Allocation

The MobiTV Acquisition has been accounted for as a business combination, using the acquisition method. The following table presents the allocation of the purchase price to the identifiable assets acquired and liabilities assumed based on the fair values at the acquisition date, with any excess of the purchase price over the estimated fair value of the identifiable net assets acquired recorded to goodwill, all of which is expected to be deductible for tax purposes. The following table sets forth the final purchase price allocation with no measurement period adjustments identified ($ in thousands):

	Estimated Useful Life (years)		Final Fair Value
Other current assets			$	390
Property and equipment				9,223
Operating lease right-of-use assets				1,186
Identifiable intangible assets: Technology		6		3,260
Goodwill				4,059
Other long-term assets				115
Accrued liabilities				(5,288	)
Noncurrent operating lease liabilities				(545	)
Total purchase price			$	12,400

Unaudited Supplemental Pro Forma Information

The following unaudited pro forma financial information assumes the MobiTV Acquisition was completed as of January 1, 2020. The unaudited pro forma financial information as presented below is for informational purposes only and is based on estimates and assumptions that have been made solely for purposes of developing such pro forma information. This is not necessarily indicative of the results of operations that would have been achieved if the MobiTV Acquisition had taken place on January 1, 2020, nor is it necessarily indicative of future results. Consequently, actual results could differ materially from the unaudited pro forma financial information presented below. The following table presents the pro forma operating results as if the acquired operations of MobiTV had been included in the Company’s Consolidated Statements of Operations as of January 1, 2020 (unaudited, in thousands):

	Years Ended December 31,
	2021			2020
Revenue	$	490,343		$	383,262
Net loss attributable to Xperi Product	$	(191,125	)	$	(179,365	)

The unaudited supplemental pro forma information above includes the following pro forma adjustments: removal of certain elements of the historical MobiTV business that were not acquired, elimination of inter-company transactions between MobiTV and TiVo, adjustments for transaction related costs, and adjustments to reflect the impact of purchase accounting adjustments. The unaudited supplemental pro forma information above does not include any cost saving synergies from operating efficiencies.

F-31

NOTE 10 – GOODWILL AND IDENTIFIED INTANGIBLE ASSETS

The changes to the carrying value of goodwill from January 1, 2019 through December 31, 2021 are reflected below (in thousands):

December 31, 2019	$	377,900
Goodwill acquired through the Mergers		154,553
December 31, 2020		532,453
Goodwill acquired through the MobiTV Acquisition		4,059
December 31, 2021	$	536,512

Goodwill for Xperi Product is evaluated for potential impairment annually, as of the beginning of the fourth quarter, and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. The process of evaluating goodwill for potential impairment is subjective and requires significant estimates, assumptions and judgments particularly related to the identification of reporting units, the assignment of assets and liabilities to reporting units and estimating the fair value of each reporting unit. The Company concluded it operated in one reporting unit for all periods presented.

As part of its annual goodwill impairment test, the Company elected to proceed with a quantitative goodwill impairment test as of October 1, 2021 using the financial information as of September 30, 2021. Based on the quantitative assessment, the Company concluded that the fair value of the Product reporting unit, which reflects the Xperi Product business, exceeded its carrying amount and no goodwill impairment charges were recognized. In addition, there have been no significant events or circumstances affecting the valuation of goodwill recorded by Xperi Product subsequent to the annual impairment test through December 31, 2021.

During the first quarter of 2020, the COVID-19 pandemic rapidly spread globally and has created unprecedented disruptions in economic activity and financial markets. Due to resulting changes in macroeconomic conditions, industry outlook, and a meaningful decline in the Parent’s share price, indicators of potential goodwill impairment were identified. The Company proceeded with a quantitative interim goodwill impairment test as of March 31, 2020. Based on the quantitative assessment, the Company concluded that the fair value of the Product reporting unit exceeded its carrying amount. As a result, no goodwill impairment charges combined financial statements of Xperi Product for the were recognized in the three months ended March 31, 2020.

During the fourth quarter of 2020, the COVID-19 pandemic continued to have a significant and negative impact on business and economic activities in the U.S. and around the world. The resulting global economic downturn had negatively impacted, and was expected to continue to negatively impact, the Company’s combined financial results for the remainder of 2020 and into 2021. Due to continued reduction in demand in certain markets and industries, including the automotive market, management concluded there were indicators of potential goodwill impairment. The Company proceeded with a quantitative annual goodwill impairment test as of October 1, 2020 using the financial information as of September 30, 2020. Based on the quantitative assessment, the Company concluded that the fair value of the Product reporting unit exceeded its carrying value. As a result, no goodwill impairment charges were recognized.

When performing the quantitative goodwill impairment test, the Company first determines the fair value of a reporting unit using weighted results derived from an income approach and market approaches. The fair value using an income approach is estimated through the discounted cash flow method based on assumptions about future conditions such as revenue growth rates associated with certain revenue streams, forecasted R&D expenses, discount rates, and other assumptions. Market approaches used by management include the market comparable method, which estimates the fair value based on revenue multiples from comparable companies in similar lines of business, and the market transaction method, which estimates the fair value of the reporting unit by utilizing comparable transactions and transaction multiples.

F-32

The Company also assessed impairment of indefinite-lived and long-lived assets other than goodwill by performing a qualitative assessment. No impairment of indefinite-lived and long-lived assets other than goodwill was indicated as the Company concluded that it was more likely than not that the fair value of indefinite-lived and long-lived assets other than goodwill exceeded their respective carrying amounts.

Identified intangible assets consisted of the following (in thousands):

			December 31, 2021							December 31, 2020
	Average
	Life		Gross		Accumulated					Gross		Accumulated
	(Years)		Assets		Amortization			Net		Assets		Amortization			Net
Finite-lived intangible assets Acquired patents / core technology (2)		3 – 15	$	5,258	$	(5,215	)	$	43	$	5,258	$	(5,089	)	$	169
Existing technology / content database (1)/(3)		5 – 10		212,765		(173,420	)		39,345		209,430		(139,179	)		70,251
Customer contracts and related relationships (4)		3 – 9		494,026		(297,867	)		196,159		494,271		(232,057	)		262,214
Trademarks/trade name		4 – 10		38,783		(24,796	)		13,987		38,783		(19,943	)		18,840
Non-competition agreements		1		2,231		(2,231	)		—		2,231		(2,231	)		—
Total finite-lived intangible assets				753,063		(503,529	)		249,534		749,973		(398,499	)		351,474
Indefinite-lived intangible assets TiVo Trademarks/trade name (5)		N/A		21,400		—			21,400		21,400		—			21,400
Total intangible assets			$	774,463	$	(503,529	)	$	270,934	$	771,373	$	(398,499	)	$	372,874

(1) In May 2021, existing technology was acquired through the MobiTV Acquisition with a purchase price value equal to $3.3 million. See “Note 9 — Business Combinations.”

(2) In June 2020, $34.8 million of existing (developed) technology was acquired through the Mergers. See “Note 9 – Business Combination.”

(3) In June 2020, $6.2 million of content database was acquired through the Mergers. See “Note 9 – Business Combination.”

(4) In June 2020, $203.9 million of customer contracts and related relationships was acquired through the Mergers. See “Note 9 – Business Combination.”

(5) In June 2020, $21.4 million of TiVo Tradename/trademarks was acquired through the Mergers. See “Note 9 – Business Combination.”

As of December 31, 2021, the estimated future amortization expense of total finite-lived intangible assets was as follows (in thousands):

2022	$	57,586
2023		49,357
2024		35,174
2025		26,821
2026		23,935
Thereafter		56,661
Total	$	249,534

F-33

NOTE 11 – RELATED PARTY TRANSACTIONS AND NET PARENT COMPANY INVESTMENT

The Combined Financial Statements have been prepared on a standalone basis and are derived from the consolidated financial statements and accounting records of Parent. The following disclosure summarizes activity between the Company and Parent, including the affiliates of Parent that are not part of the planned spin-off transaction.

Allocation of Corporate expenses

The Combined Financial Statements include expenses for certain management and support functions which are provided on a centralized basis within Parent, as described in Note 1 – The Company and Basis of Presentation. These management and support functions include, but are not limited to, executive management, sales and marketing, finance, legal, information technology, employee benefits administration, stock-based compensation, treasury, risk management, procurement and other shared services. These allocations were made on a direct usage basis when identifiable, with the remainder allocated on a pro rata basis of billing, revenue, headcount or other measures of the Company and Parent. The amount of these allocations from Parent was $59.7 million, which included $4.6 million for depreciation expense, and $55.1 million for selling, general and administrative expense for the year ended December 31, 2021; $66.9 million, which included $1.3 million for research, development and other related costs, $3.3 million for depreciation expense, and $62.4 million for selling, general and administrative expense for the year ended December 31, 2020; $31.0 million, which included $2.0 million for research, development and other related costs, $1.1 million for depreciation expense, and $27.9 million for selling, general and administrative expense for the year ended December 31, 2019.

Management believes these cost allocations are a reasonable reflection of the utilization of services provided to, or the benefit derived by, the Company during the periods presented. The allocations may not, however, be indicative of the actual expenses that would have been incurred had the Company operated as a standalone public company. Actual costs that may have been incurred if the Company had been a standalone public company would depend on a number of factors, such as the chosen organizational structure, whether functions were outsourced or performed by Company’s employees, and strategic decisions made in areas such as selling, information technology and infrastructure.

Net Parent company investment

Net Parent company investment on the Combined Balance Sheets and Statements of Equity represents Parent’s historical investment in the Company, the net effect of transactions with and allocations from Parent and the Company’s accumulated earnings and deficit and cumulative effect adjustments from the adoption of new accounting standards.

Net transfers from Parent are included within Net Parent company investment. The components of Net transfers from Parent are as follows:

	Years Ended December 31,
	2021			2020			2019
General financing activities*	$	34,490		$	(39,440	)	$	(38,960	)
TiVo merger consideration		—			452,768			—
Corporate allocations		59,728			66,942			31,036
Stock-based compensation expense		33,509			19,183			17,311
Income taxes*		(10,897	)		6,723			(7,933	)
Total net transfers from Parent per Combined Statements of Equity	$	116,830		$	506,176		$	1,454

* revised to correct misclassification of $15.8 million between General financing activities and income taxes for the year ended December 31, 2021.

F-34

Net Transfers from Parent

A reconciliation of Net transfers from Parent on the Combined Statements of Equity to the corresponding amount on the Combined Statements of Cash Flows was as follows (in thousands):

	Years Ended December 31,
	2021			2020			2019
Total net transfers from Parent per Combined Statements of Equity	$	116,830		$	506,176		$	1,454
Stock-based compensation expense		(33,509	)		(19,183	)		(17,311	)
TiVo merger consideration		—			(452,768	)		—
Issuance of equity to noncontrolling interest		9			19			(13	)
Total net transfers from Parent per Combined Statements of Cash Flows	$	83,330		$	34,244		$	(15,870	)

NOTE 12 – STOCK-BASED COMPENSATION EXPENSE

Certain of the Company’s employees participate in equity-based compensation plans sponsored by Parent. Parent’s equity-based compensation plans include incentive compensation plans and an employee stock purchase plan (“ESPP”). All awards granted under the plans are based on shares of Parent’s common stock and, as such, are reflected in Parent’s Consolidated Statements of Stockholders’ Equity and not in the Company’s Combined Statements of Equity. The following disclosures of stock-based compensation expense recognized by the Company are based on the awards and terms granted to the Company’s employees. Accordingly, the amounts presented are not necessarily indicative of future awards and do not necessarily reflect the results that the Company would have experienced as an independent company for the periods presented.

Equity Incentive Plans

Prior to the Merger Date, Parent had implemented and granted equity awards under the Xperi Corporation Seventh Amended and Restated 2003 Equity Incentive Plan. As of the effective date of the Mergers, no future grants will be made under the plan.

The 2020 EIP

In connection with the Mergers and immediately prior to June 1, 2020, Parent adopted the Xperi Holding Corporation 2020 Equity Incentive Plan (the “2020 EIP”).

Under the 2020 EIP, Parent may grant equity-based awards to employees, non-employee directors, and consultants for services rendered to Parent (or any subsidiary) in the form of stock options, stock awards, restricted stock awards, restricted stock units, stock appreciation rights, dividend equivalents and performance awards (or any combination thereof). A total of 8,000,000 shares have been reserved for issuance under the 2020 EIP provided that each share issued pursuant to “full value” awards (i.e., stock awards, restricted stock awards, restricted stock units, performance awards and dividend equivalents) are counted against shares available for issuance under the 2020 EIP on a 1.5 to 1 ratio.

The 2020 EIP provides for option grants designed as either incentive stock options or non-statutory options. Options are granted with an exercise price not less than the value of the common stock on the grant date and have a term of ten years from the date of grant and vest over a four-year period. The vesting criteria for restricted stock awards and restricted stock units is generally the passage of time or meeting certain performance-based objectives, and continued employment through the vesting period generally over four years for time-based awards. As of December 31, 2020, there were approximately 3.1 million shares reserved for future grant under the 2020 EIP.

F-35

Assumed Plans

On June 1, 2020, Parent assumed all then-outstanding stock options, awards, and shares available and reserved for issuance under all legacy Equity Incentive Plans of Pre-Merger TiVo (collectively, the “Assumed Plans”). Stock options assumed from the Assumed Plans generally have vesting periods of four years and a contractual term of seven years. Awards of restricted stock and restricted stock units assumed from the Assumed Plans are generally subject to a four-year vesting period. The number of shares subject to stock options and restricted stock unit awards outstanding under these plans are included in the tables below. Shares reserved under the Assumed Plans will be available for future grants. As of December 31, 2020, there were 7.6 million shares reserved for future grants under the Assumed Plans.

A summary of the stock option activity is presented below (in thousands, except per share amounts):

	Options Outstanding
	Number of Shares Subject to Options			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Balance at December 31, 2018		182		$	28.60
Options exercised		(6	)	$	17.79
Options canceled / forfeited / expired		(3	)	$	26.16
Balance at December 31, 2019		173		$	29.06
Employees transferred to Xperi Product after January 1, 2020		71		$	22.41
Pre-Merger TiVo assumed options granted before June 1, 2020		65		$	48.59
Options exercised		(5	)	$	13.17
Options canceled / forfeited / expired		(66	)	$	41.03
Balance at December 31, 2020		238		$	29.48
Employees transferred to Xperi Product after January 1, 2021		27		$	32.68
Options exercised		(26	)	$	20.81
Options canceled / forfeited / expired		(53	)	$	44.61
Balance at December 31, 2021		186		$	25.41		3.69		49
Vested and expected to vest at December 31, 2021		186		$	25.41		3.69		49
Exercisable at December 31, 2021		186		$	25.41		3.69		49

F-36

The following table summarizes information concerning currently outstanding and exercisable options:

	Options Outstanding						Options Exercisable
Range of Exercise Prices per Share	Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price per Share		Number Exercisable		Weighted Average Exercise Price per Share
$14.91 - $22.24		53		1.69	$	18.58		53	$	18.58
$22.45 - $22.45		70		5.79	$	22.45		70	$	22.45
$22.52 - $31.63		23		2.39	$	27.18		23	$	27.18
$38.65 - $51.52		40		3.44	$	38.70		40	$	38.70
$14.91 - $51.52		186		3.69	$	25.41		186	$	25.41

Restricted Stock Awards

Parent grants equity-based compensation awards from the 2003 Equity Incentive Plan (“2003 Plan”). The 2003 Plan permits the grant of restricted stock and restricted stock units (“restricted stock awards”) and similar types of equity awards to employees, officers, directors and consultants of the Company. Restricted stock awards are considered outstanding at the time of grant as holders are entitled to voting rights on Parent matters. Options and restricted stock awards granted under this plan generally have a term of ten years from the date of grant and vest over a four-year period. The vesting criteria for restricted stock awards and units is generally the passage of time or meeting certain performance-based objectives, and continued employment through the vesting period generally over four years.

Performance Awards and Units

Performance awards and units may be granted to employees or consultants based upon, among other things, the contributions, responsibilities and other compensation of the particular employee or consultant. The value and the vesting of such performance awards and units are generally linked to one or more performance goals determined by the Company, in each case on a specified date or dates or over any period or periods determined by the Company, and range from zero to 100 percent of the grant.

F-37

The following table summarizes restricted stock awards and units as of the years ended December 31, 2021, 2020 and 2019 (in thousands, except per share amounts):

	Restricted Stock and Restricted Stock Units
	Number of Shares Subject to Time- based Vesting			Number of Shares Subject to Performance- based Vesting			Total Number of Shares			Weighted Average Grant Date Fair Value Per Share
Balance at December 31, 2018		1,117			67			1,184		$	28.95
Awards and units granted		766			4			770		$	22.61
Awards and units vested / earned		(449	)		(13	)		(462	)	$	30.79
Awards and units canceled / forfeited		(134	)		—			(134	)	$	26.61
Balance at December 31, 2019		1,300			58			1,358		$	24.96
Employees transferred to Xperi Product after January 1, 2020		63			123			186		$	22.77
Pre-Merger TiVo assumed awards and units granted before June 1, 2020		1,043			13			1,056		$	13.99
Awards and units granted		1,861			137			1,998		$	12.85
Awards and units vested / earned		(769	)		(110	)		(879	)	$	22.19
Awards and units canceled / forfeited		(340	)		(33	)		(373	)	$	16.22
Balance at December 31, 2020		3,158			188			3,346		$	15.86
Employees transferred to Xperi Product after January 1, 2021		656			42			698		$	14.84
Awards and units granted		2,789			119			2,908		$	22.57
Awards and units vested / earned		(1,246	)		(16	)		(1,262	)	$	16.91
Awards and units canceled / forfeited		(668	)		(81	)		(749	)	$	17.53
Balance at December 31, 2021		4,689			252			4,941		$	19.15

The following table summarizes the stock-based compensation expense attributable to the Company’s operations for the years ended December 31, 2021, 2020 and 2019 (in thousands):

	Years Ended December 31,
	2021			2020			2019
Cost of revenue	$	1,972		$	585		$	—
Research, development and other related costs		17,914			11,383			11,572
Selling, general and administrative		13,623			7,215			5,739
Total stock-based compensation expense		33,509			19,183			17,311
Tax effect on stock-based compensation expense		(225	)		(1,377	)		(2,222	)
Net effect on net loss	$	33,284		$	17,806		$	15,089

F-38

In addition, for the years ended December 31, 2021, 2020 and 2019, $9.2 million, $7.9 million and $5.3 million respectively, of stock-based compensation expense was recognized in operating results as part of the corporate and shared functional employees expenses allocation.

As of December 31, 2021, the unrecognized stock-based compensation balance after estimated forfeitures consisted of $61.6 million related to restricted stock awards and units, including performance-based awards and units, to be recognized over an estimated weighted average amortization period of 1.82 years.

The fair value of restricted stock awards subject to service conditions is estimated as the price of Parent’s common stock at the close of trading on the date of grant. Parent uses the Black-Scholes option pricing model to determine the estimated fair value of options. The fair value of each option grant is determined on the date of grant and the expense is recorded on a straight-line basis. The assumptions used in the model include expected life, volatility, risk-free interest rate, and dividend yield. Parent’s determinations of these assumptions are outlined below.

Expected life – The expected life assumption is based on analysis of Parent’s historical employee exercise patterns.

Volatility – Volatility is calculated using the historical volatility of Parent’s common stock for a term consistent with the expected life.

Risk-free interest rate – The risk-free interest rate assumption is based on the U.S. Treasury rate for issues with remaining terms similar to the expected life of the options.

Dividend yield – Expected dividend yield is calculated based on cash dividends declared by the Board of Directors of the Parent for the previous four quarters and dividing that result by the average closing price of Parent’s common stock for the quarter. Cash dividends are not paid on options, vested restricted stock awards or unvested restricted stock awards.

In addition, Parent estimates forfeiture rates. Forfeitures are estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates. Historical data is used to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest.

There were no stock options granted during the years ended December 31, 2021, 2020 and 2019, and the outstanding options are fully vested as of December 31, 2021.

Employee Stock Purchase Plan

Parent’s 2003 Employee Stock Purchase Plan (the “ESPP”) allows eligible employees to purchase shares of the Parent’s common stock at a discount through payroll deductions. The ESPP consists of up to four consecutive six-month purchase periods within a twenty-four-month offering period. Employees purchase shares each purchase period at the lower of 85% of the market value of Parent’s common stock at either the beginning of the offering period or the end of the purchase period.

The following assumptions were used to value the ESPP shares:

	Years Ended December 31,
	2021			2020			2019
Expected life (years)		2.0			2.0			2.0
Risk-free interest rate		0.1 – 0.2	%		1.0 – 1.4	%		1.7 – 2.5	%
Dividend yield		0.9 – 1.2	%		1.4 – 4.0	%		3.5 – 5.4	%
Expected volatility		52.0 – 52.0	%		45.8 – 57.5	%		51.7 – 53.4	%

F-39

Parent uses a Monte Carlo simulation to determine the grant date fair value of performance stock units subject to market conditions, or market-based performance stock units (“PSUs”). The following assumptions were used to value the performance stock units subject to market conditions granted in the year ended December 31, 2021 and 2020:

	Year Ended December 31,
	March 30, 2021			July, 2020
Expected life (years)		3.0			3.0
Risk-free interest rate		0.3	%		0.2	%
Dividend yield		1.0	%		1.4	%
Expected volatility		47.9	%		51.3	%

NOTE 13 – INCOME TAXES

The components of total loss before taxes are as follows (in thousands):

	Years Ended December 31,
	2021			2020			2019
U.S.	$	(123,201	)	$	(143,623	)	$	(57,238	)
Foreign		(37,037	)		(7,405	)		(31,187	)
Total loss before taxes	$	(160,238	)	$	(151,028	)	$	(88,425	)

The provision for (benefit from) income taxes consisted of the following (in thousands):

	Years Ended December 31,
	2021			2020			2019
Current:
U.S. federal	$	—		$	203		$	4,306
Foreign		12,531			8,865			3,856
State and local		(604	)		1,454			2
Total current		11,927			10,522			8,164
Deferred:
U.S. federal		1,215			(17,811	)		(10,090	)
Foreign		7,116			(699	)		(3,863	)
State and local		(1,418	)		(1,747	)		(265	)
Total deferred		6,913			(20,257	)		(14,218	)
Provision for (benefit from) income taxes	$	18,840		$	(9,735	)	$	(6,054	)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts for income tax purposes.

F-40

Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):

	December 31,
	2021			2020
Deferred tax assets
Net operating losses	$	29,786		$	27,893
Research credit		7,446			5,872
Foreign tax credit		3,858			1,751
Accrued expenses		25,407			29,095
Basis difference in fixed and intangible assets		14,276			7,242
Deferred revenue		12,425			13,209
Capitalized R&D		48,807			29,612
Lease liability		14,158			16,056
Gross deferred tax assets		156,163			130,730
Valuation allowance		(101,529	)		(52,676	)
Net deferred tax assets		54,634			78,054
Deferred tax liabilities
Acquired intangible assets, domestic		(47,476	)		(62,486	)
Revenue recognition		(4,845	)		(4,213	)
Right-of-use asset		(13,706	)		(15,784	)
Other		(1,188	)		(562	)
Gross deferred tax liabilities		(67,215	)		(83,045	)
Net deferred tax liabilities	$	(12,581	)	$	(4,991	)

At December 31, 2021 and 2020, the Company had a valuation allowance of $101.5 million and $52.7 million, respectively, related to federal, state, and foreign deferred tax assets that the Company believes will not be realizable on a more-likely-than-not basis. As of December 31, 2021, the valuation allowance against deferred tax assets increased $48.8 million to $101.5 million. The $48.8 million increase in valuation allowance was due to $59.2 million of additional deferred tax assets established without a source of income, partially offset by change in net parent investment of ($10.4) million. As of December 31, 2020, the valuation allowance against deferred tax assets increased $24.9 million to $52.7 million. The $24.9 million increase in valuation allowance was due to $16.2 million of additional deferred tax assets established without a source of income and $8.7 million of deferred tax assets acquired through the merger with TiVo. As of December 31, 2019, the valuation allowance against deferred tax assets increased $9.0 million to $27.8 million. The $9.0 million increase in valuation allowance was due to $8.8 million of additional deferred tax assets established without a source of income and $0.2 million of change in net parent investment.

The need for a valuation allowance requires an assessment of both positive and negative evidence when determining whether it is more-likely-than-not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction-by-jurisdiction basis. In making such assessment, significant weight is given to evidence that can be objectively verified. After considering both positive and negative evidence to assess the recoverability of the Company’s net deferred tax assets, the Company determined that it was not more-likely- than-not that it would realize its federal, certain state and certain foreign deferred tax assets given the substantial amount of tax attributes that will remain unutilized to offset reversing deferred tax liabilities as of December 31, 2021. The Company intends to continue maintaining a full valuation allowance on its federal deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. Release of the valuation allowance would result in the recognition of certain federal deferred tax assets and a decrease to income tax expense for the period the release is recorded. The exact timing and amount of the valuation allowance release depends on the level of profitability that the Company is able to achieve.

F-41

As of December 31, 2021, the Company had recorded deferred tax assets for the tax effects of the following gross tax loss carryforwards (in thousands):

	Carryforward Amount		Years of Expiration
Federal	$	83.2		2027 – 2035
State (post-apportionment)	$	114.2		2023 – 2041

Federal and state net operating loss and credit carryforwards have been reduced for limitations due to ownership changes.

As of December 31, 2021, the Company had the following credits available to reduce future income tax expense

(in thousands):

	Carryforward Amount		Years of Expiration		Valuation Allowance
Federal research and development credits	$	2,324		2024 – 2041	$	2,324
State research and development credits	$	11,022		Indefinite	$	11,022

A reconciliation of the statutory U.S. federal income tax to the Company’s effective tax is as follows:

	Years Ended December 31,
	2021			2020			2019
U.S. federal statutory rate	$	(33,650	)	$	(31,716	)	$	(18,711	)
State, net of federal benefit		(258	)		(1,129	)		8
Stock-based compensation		(1,740	)		2,779			2,058
Executive compensation limitation		2,221			563			210
Research tax credit		(2,321	)		(1,610	)		(1,250	)
Foreign withholding tax		11,018			7,620			2,690
Restructuring and transaction costs		—			6,161			(376	)
Foreign rate differential		16,407			2,082			2,333
Foreign tax credit		(8,928	)		(5,441	)		(626	)
Change in valuation allowance		39,063			7,158			8,740
U.S. tax reform		—			642			(1,078	)
Unrecognized tax benefits		1,526			1,703			93
Change in estimates		(4,674	)		—			—
Other		176			1,453			(145	)
Total	$	18,840		$	(9,735	)	$	(6,054	)

At December 31, 2021, the Company asserts that it will not permanently reinvest its foreign earnings outside the U.S. The Company anticipates that the cash from its foreign earnings may be used domestically to fund operations, or used for other business needs. The accumulated undistributed earnings generated by its foreign subsidiaries was approximately $35.9 million. Substantially all of these earnings will not be taxable upon repatriation to the United States since under the Tax Cuts and Jobs Act they will be treated as previously taxed income from the one-time transition tax, Global Intangible Low-Taxed Income or dividends-received deduction. The U.S. state income taxes and foreign withholding taxes related to the distributable cash of the Company’s foreign subsidiaries are not expected to be material.

F-42

As of December 31, 2021, unrecognized tax benefits approximated $8.4 million, of which $1.7 million would affect the effective tax rate if recognized. As of December 31, 2020, unrecognized tax benefits approximated $7.1 million, of which $1.1 million would affect the effective tax rate if recognized. As of December 31, 2019, unrecognized tax benefits approximated $9.1 million, of which $0.8 million would affect the effective tax rate if recognized. The Company is unable to make a reasonable estimate of the timing of the long-term payments or the amount by which the unrecognized tax benefits will increase or decrease over the next 12 months.

The reconciliation of the Company’s unrecognized tax benefits for the years ended December 31, 2021, 2020 and 2019 is as follows (in thousands):

	Years Ended December 31,
	2021			2020			2019
Total unrecognized tax benefits at January 1	$	7,106		$	9,067		$	19,332
Increases due to the Mergers		—			861			—
Increases for tax positions related to the current year		1,962			958			595
Increases for tax positions related to prior years		1,303			745			—
Decreases for tax positions related to prior years		(493	)		(59	)		(204	)
Net Parent Company Investment		(1,440	)		(4,466	)		(10,656	)
Total unrecognized tax benefits at December 31	$	8,438		$	7,106		$	9,067

It is the Company’s policy to classify accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. For the years ended December 31, 2021 and 2020, the Company recognized an immaterial amount of interest and penalties related to unrecognized tax benefits. Accrued interest and penalties were zero, for the years ended December 31, 2021 and 2020, respectively.

At December 31, 2021, the Company’s 2017 through 2020 tax years are open and subject to potential examination in one or more jurisdictions. Earlier tax years for the Company and its subsidiaries are also open in certain jurisdictions which are currently subject to examination. In addition, in the U.S., any net operating losses or credits that were generated in prior years but not yet fully utilized in a year that is closed under the statute of limitations may also be subject to examination.

NOTE 14 – COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which it is liable in future periods. These arrangements primarily include future unconditional purchase obligations to service providers. Total future unconditional purchase obligations as of December 31, 2021 were as follows (in thousands):

2022	$	33,442
2023		26,278
2024		12,868
2025		8,522
2026		8,080
Thereafter		33,548
	$	122,738

F-43

Inventory Purchase Commitments

The Company uses contract manufacturers to provide manufacturing services for its products. During the normal course of business, in order to manage manufacturing lead times and help ensure adequate supply, the Company enters into agreements with its contract manufacturers that either allow them to procure inventory based on criteria as defined by the Company or that establish the parameters defining the Company’s requirements. A significant portion of the Company’s purchase commitments arising from these agreements consist of firm, non-cancelable and unconditional purchase commitments. In certain instances, these agreements allow the Company the option to cancel, reschedule or adjust the Company’s requirements based on its business needs prior to firm orders being placed. As of December 31, 2021, the Company had total purchase commitments for inventory of $15.4 million, of which $4.4 million was accrued in the Combined Balance Sheets.

Indemnifications

In the normal course of business, the Company provides indemnifications of varying scopes and amounts to certain of its licensees, customers, and business partners against claims made by third parties arising from the use of the Company’s products, intellectual property, services or technologies. The Company cannot reasonably estimate the possible range of losses that may be incurred pursuant to its indemnification obligations, if any. Variables affecting any such assessment include, but are not limited to: the nature of the claim asserted; the relative merits of the claim; the financial ability of the party suing the indemnified party to engage in protracted litigation; the number of parties seeking indemnification; the nature and amount of damages claimed by the party suing the indemnified party; and the willingness of such party to engage in settlement negotiations. To date, no such claims have been filed against the Company and no liability has been recorded in the Company’s combined financial statements.

As permitted under Delaware law, the Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company believes, given the absence of any such payments in the Company’s history, and the estimated low probability of such payments in the future, that the estimated fair value of these indemnification agreements is immaterial. In addition, the Company has directors’ and officers’ liability insurance coverage that is intended to reduce its financial exposure and may enable the Company to recover any payments, should they occur.

Contingencies

At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company is currently unable to predict the final outcome of lawsuits to which it is a party and therefore cannot determine the likelihood of loss nor estimate a range of possible loss. An adverse decision in any of these proceedings could significantly harm the Company’s business and combined financial position, results of operations or cash flows.

The Company and its subsidiaries are involved in litigation matters and claims in the normal course of business. In the past, the Company and its subsidiaries have litigated to enforce their respective patents and other intellectual property rights, to enforce the terms of license agreements, to protect trade secrets, to determine the validity and scope of the proprietary rights of others and to defend themselves or their customers against claims of infringement or invalidity. The Company expects to be involved, either directly or through its subsidiaries, in similar legal proceedings in the future, including proceedings regarding infringement of its patents, and proceedings to ensure proper and full payment of royalties by customers under the terms of its license agreements.

F-44

The existing and any future legal actions may harm the Company’s business. For example, an adverse decision in any of these legal actions could result in a loss of the Company’s proprietary rights; reduce or limit the value of the Company’s licensed technology; negatively impact the Company’s stock price, its business, combined financial position, results of operations, royalties, billings, or cash flows; subject the Company to significant liabilities; or require the Company to seek licenses from others. Furthermore, legal actions could cause an existing customer or strategic partner to cease making royalty or other payments to the Company, or to challenge the validity and enforceability of patents owned by the Company’s subsidiaries or the scope of license agreements with the Company’s subsidiaries, and could significantly damage the Company’s relationship with such customer or strategic partner and, as a result, prevent the adoption of the Company’s other technologies by such customer or strategic partner. Litigation could also severely disrupt or shut down the business operations of customers or strategic partners of the Company’s subsidiaries, which in turn would significantly harm ongoing relations with them and cause the Company to lose royalty revenue.

The costs associated with legal proceedings are typically high, relatively unpredictable, and not completely within the Company’s control. These costs may be materially higher than expected, which could adversely affect the Company’s operating results and lead to volatility in the price of its common stock. Whether or not determined in the Company’s favor or ultimately settled, litigation diverts managerial, technical, legal, and financial resources from the Company’s business operations.

NOTE 15 – BENEFIT PLAN

Xperi Holding Corporation offers a 401(k) retirement savings plan to its eligible employees, under which it can make discretionary contributions to match employee contributions. The costs of the Xperi Product employees who participate in the plan are reflected in the Combined Financial Statements. During the years ended December 31, 2021, 2020 and 2019, the Company’s employer 401(k) match expense was approximately $3.6 million, $2.9 million and $2.4 million, respectively.

NOTE 16 – SUBSEQUENT EVENTS

The Combined Financial Statements of the Company are derived from the consolidated financial statements of Xperi Holding Corporation, which issued its consolidated financial statements for the year ended December 31, 2021 on February 24, 2022. Accordingly, the Company has evaluated transactions or other events for consideration as recognized subsequent events in the annual financial statements through February 24, 2022. Additionally, the Company has evaluated transactions and other events through the issuance of these Combined Financial Statements, May 11, 2022, for purposes of disclosure of unrecognized subsequent events.

At the Xperi Holding Corporation 2022 annual stockholders meeting on April 29, 2022, shareholders approved (I an amendment to the 2020 EIP adding an additional 8.8 million shares to the share reserve and (ii) an amendment to the 2020 ESPP adding an additional 6.0 million shares to the share reserve.

F-45

Xperi Product

(a business of Xperi Holding Corporation)

CONDENSED COMBINED STATEMENTS OF OPERATIONS

(in thousands)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Revenue	$	126,203		$	120,426		$	245,092		$	244,008
Operating expenses:
Cost of revenue, excluding depreciation and amortization of intangible assets		26,879			26,484			54,286			55,682
Research and development		51,372			46,425			101,572			94,397
Selling, general and administrative		50,341			50,171			100,193			101,978
Depreciation expense		5,144			5,206			10,707			10,572
Amortization expense		14,760			27,742			29,553			55,437
Total operating expenses		148,496			156,028			296,311			318,066
Operating loss		(22,293	)		(35,602	)		(51,219	)		(74,058	)
Other income and expense, net		(290	)		150			226			368
Loss before taxes		(22,583	)		(35,452	)		(50,993	)		(73,690	)
Provision for income taxes		8,395			1,879			10,475			5,328
Net loss		(30,978	)		(37,331	)		(61,468	)		(79,018	)
Less: Net loss attributable to noncontrolling interest		(848	)		(755	)		(1,816	)		(1,516	)
Net loss attributable to Xperi Product	$	(30,130	)	$	(36,576	)	$	(59,652	)	$	(77,502	)

The accompanying notes are an integral part of these condensed combined financial statements.

F-46

Xperi Product

(a business of Xperi Holding Corporation)

CONDENSED COMBINED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(Unaudited)

	Three Months ended June 30,						Six Months ended June 30,
	2022			2021			2022			2021
Net loss	$	(30,978	)	$	(37,331	)	$	(61,468	)	$	(79,018	)
Other comprehensive loss, net of tax:
Foreign currency translation adjustment		(2,403	)		57			(3,449	)		(989	)
Comprehensive loss		(33,381	)		(37,274	)		(64,917	)		(80,007	)
Less: Comprehensive loss attributable to noncontrolling interest		(848	)		(755	)		(1,816	)		(1,516	)
Comprehensive loss attributable to Xperi Product	$	(32,533	)	$	(36,519	)	$	(63,101	)	$	(78,491	)

The accompanying notes are an integral part of these condensed combined financial statements.

F-47

Xperi Product

(a business of Xperi Holding Corporation)

CONDENSED COMBINED BALANCE SHEETS

(in thousands)

(Unaudited)

	June 30,			December 31,
	2022			2021
ASSETS
Current assets:
Cash and cash equivalents	$	133,257		$	120,695
Accounts receivable, net		79,606			79,494
Unbilled contracts receivable		46,487			50,962
Other current assets		30,690			25,985
Total current assets		290,040			277,136
Long-term unbilled contracts receivable		3,217			3,825
Property and equipment, net		53,573			57,477
Operating lease right-of-use assets		54,919			61,758
Intangible assets, net		241,583			270,934
Goodwill		536,441			536,512
Other assets		27,939			21,070
Total assets	$	1,207,712		$	1,228,712
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	11,197		$	7,362
Accrued liabilities		73,920			84,404
Deferred revenue		27,163			28,211
Total current liabilities		112,280			119,977
Long-term deferred tax liabilities		15,135			14,428
Deferred revenue, less current portion		19,237			23,663
Noncurrent operating lease liabilities		42,571			49,017
Other long-term liabilities		4,142			5,670
Total liabilities		193,365			212,755
Commitments and contingencies (Note 14)
Equity:
Parent company investment		1,029,487			1,025,838
Accumulated Other Comprehensive Income		(4,125	)		(676	)
Noncontrolling interest		(11,015	)		(9,205	)
Total equity		1,014,347			1,015,957
Total liabilities and equity	$	1,207,712		$	1,228,712

The accompanying notes are an integral part of these condensed combined financial statements.

F-48

Xperi Product

(a business of Xperi Holding Corporation)

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Six Months Ended June 30,
	2022			2021
Cash flows from operating activities:
Net loss	$	(61,468	)	$	(79,018	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation of property and equipment		10,707			10,572
Amortization of intangible assets		29,553			55,437
Stock-based compensation expense		19,176			16,244
Other		930			789
Changes in operating assets and liabilities, net of business acquisitions:
Accounts receivable		29			12,164
Unbilled contracts receivable, net		5,083			(460	)
Other assets		(4,714	)		4,809
Accounts payable		3,835			(2,946	)
Accrued and other liabilities		(19,911	)		(39,909	)
Deferred revenue		(5,474	)		1,521
Net cash from (used in) operating activities		(22,254	)		(20,797	)
Cash flows from investing activities:
Purchases of property and equipment		(7,150	)		(13,147	)
Purchases of intangible assets		(73	)		(93	)
Net cash received (paid) for mergers and acquisitions		—			(12,400	)
Net cash from (used in) investing activities		(7,223	)		(25,640	)
Cash flows from financing activities:
Net transfers from (to) Parent		44,131			46,064
Net cash from (used in) financing activities		44,131			46,064
Effect of exchange rate changes on cash and cash equivalents		(2,092	)		5,677
Net increase in cash and cash equivalents		12,562			5,304
Cash and cash equivalents at beginning of period		120,695			85,624
Cash and cash equivalents at end of period	$	133,257		$	90,928
Supplemental disclosure of cash flow information
Income taxes paid, net of refunds	$	8,418		$	(6,037	)

The accompanying notes are an integral part of these condensed combined financial statements.

F-49

Xperi Product

(a business of Xperi Holding Corporation)

CONDENSED COMBINED STATEMENTS OF EQUITY

(in thousands)

(Unaudited)

Three Months Ended June 30, 2021 and 2022	Net Parent Company Investment			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interest			Total Equity
Balance as of April 1, 2021	$	1,080,817		$	265		$	(6,516	)	$	1,074,566
Net loss		(36,576	)		—			(755	)		(37,331	)
Other comprehensive loss		—			57			—			57
Issuance of equity to noncontrolling interest		—			—			(1	)		(1	)
Net transfers from Parent		25,193			—			—			25,193
Balance as of June 30, 2021	$	1,069,434		$	322		$	(7,272	)	$	1,062,484
Balance as of April 1, 2022	$	1,030,704		$	(1,722	)	$	(10,169	)	$	1,018,813
Net loss		(30,130	)		—			(848	)		(30,978	)
Other comprehensive loss		—			(2,403	)		—			(2,403	)
Issuance of equity to noncontrolling interest		—			—			2			2
Net transfers from Parent		28,913			—			—			28,913
Balance as of June 30, 2022	$	1,029,487		$	(4,125	)	$	(11,015	)	$	1,014,347

Six Months Ended June 30, 2021 and 2022	Net Parent Company Investment			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interest			Total Equity
Balance as of January 1, 2021	$	1,084,630		$	1,311		$	(5,758	)	$	1,080,183
Net loss		(77,502	)		—			(1,516	)		(79,018	)
Other comprehensive loss		—			(989	)		—			(989	)
Issuance of equity to noncontrolling interest		—			—			2			2
Net transfers from Parent		62,306			—			—			62,306
Balance as of June 30, 2021	$	1,069,434		$	322		$	(7,272	)	$	1,062,484
Balance as of January 1, 2022	$	1,025,838		$	(676	)	$	(9,205	)	$	1,015,957
Net loss		(59,652	)		—			(1,816	)		(61,468	)
Other comprehensive loss		—			(3,449	)		—			(3,449	)
Issuance of equity to noncontrolling interest		—			—			6			6
Net transfers from Parent		63,301			—			—			63,301
Balance as of June 30, 2022	$	1,029,487		$	(4,125	)	$	(11,015	)	$	1,014,347

The accompanying notes are an integral part of these condensed combined financial statements.

F-50

Xperi Product

(a business of Xperi Holding Corporation)

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – THE COMPANY AND BASIS OF PRESENTATION

On December 18, 2019, Xperi Corporation (“Pre-Merger Xperi”) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with TiVo Corporation (“Pre-Merger TiVo”) to combine in an all-stock merger of equals transaction (the “Mergers”). Immediately following the consummation of the Mergers on June 1, 2020 (the “Merger Date”), Xperi Holding Corporation (“Xperi”), a Delaware corporation founded in December 2019 under the name “XRAY-TWOLF HoldCo Corporation,” became the parent company of both Pre-Merger Xperi and Pre-Merger TiVo.

In 2020, following the Mergers, the new parent company, Xperi announced plans to separate into two independent publicly traded companies (the “Separation”), one comprising its intellectual property licensing business and one comprising its product business. The Separation is intended to take the form of a tax-free spin-off to Parent’s stockholders of 100% of the shares of its product-related business, which was referred to as Xperi Product (“Xperi Product” or the “Company”). In connection with the Separation, the Xperi Product business becomes Xperi Inc. and Xperi will be renamed and continue as Adeia Inc. (“Adeia”). In connection with the distribution of Xperi Product, Adeia is expected to change its stock symbol to “ADEA.” The Separation is subject to certain conditions, including, among others, obtaining final approval from Xperi’s board of directors, receipt of one or more opinions with respect to certain U.S. federal income tax matters relating to the Separation and the U.S. Securities and Exchange Commission (the “SEC”) declaring the effectiveness of the registration statement on Form 10 of which the condensed combined financial statements form a part.

Pre-Merger Xperi was determined to be the accounting acquirer in the Mergers. As a result, the historical financial statements of Pre-Merger Xperi for periods prior to the Mergers are considered to be the historical financial statements of Xperi. As used herein, the “Parent” refers to Xperi Corporation when referring to periods prior to June 1, 2020 and to Xperi Holding Corporation when referring to periods subsequent to June 1, 2020.

Xperi Product is a leading consumer and entertainment product/solutions licensing company. The Company creates extraordinary experiences at home and on the go for millions of consumers around the world, elevating content and how audiences connect with it in a way that is more intelligent, immersive and personal. Powering smart devices, connected cars, entertainment experiences and more, the Company has created a unified ecosystem that reaches highly engaged consumers, uncovering significant new business opportunities, now and in the future. The Company’s technologies are integrated into billions of consumer devices and media platforms worldwide, driving increased value for partners, customers and consumers. The Company currently groups its business into four categories based on the products delivered and customers served: Pay-TV, Consumer Electronics, Connected Car and Media Platform.

The accompanying interim unaudited condensed combined financial statements have been prepared by the Company in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The amounts as of December 31, 2021 have been derived from the Company’s annual audited combined financial statements for the year ended December 31, 2021, included within this Form 10. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, the accompanying unaudited condensed combined financial statements reflect all adjustments necessary (consisting of normal recurring adjustments) to state fairly the financial position of the Company and its results of operations and cash flows as of and for the periods presented. These financial statements should be read in conjunction with the annual audited combined financial statements and notes thereto as of and for the year ended December 31, 2021, included in the Form 10.

F-51

The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022 or any future period and the Company makes no representations related thereto.

The Condensed Combined Balance Sheets of the Company include Parent assets and liabilities that are specifically identifiable or otherwise attributable to the Company, including subsidiaries in which Parent has a controlling financial interest. In the fourth quarter of 2018, the Company funded a new subsidiary, Perceive Corporation (“Perceive”), which was created to focus on delivering edge inference solutions. As of June 30, 2022, the Company owned approximately 80.0% of Perceive. The operating results of Perceive have been included in the Company’s combined financial statements since the fourth quarter of 2018.

The Company is dependent on Parent for all of its working capital and financing requirements as Parent uses a centralized approach to cash management and financing its operations. Financial transactions relating to the Company are accounted for through the Net Parent company investment on the Condensed Combined Balance Sheets. Accordingly, none of Parent’s cash and cash equivalents have been allocated to the Company for any of the periods presented, unless those balances were directly attributable to the Company. The Company reflects transfers of cash to and from Parent’s cash management system as a component of Net Parent company investment on the Condensed Combined Balance Sheets. Parent’s long-term debt has not been attributed to the Company for any of the periods presented because Parent’s borrowings are not the legal obligation of the Company. The Parent has committed to provide support through the earlier of one year from the issuance date of the financial statements or the consummation of the transaction that will provide the Company with a minimum of $200.0 million of cash upon spin-off to be able to fund the ongoing operations of Xperi Product. The cash and cash equivalents, including the Company’s expected capitalization from Parent at the distribution date, will be sufficient to support its operations, capital expenditures and income tax payments, in addition to any investments and other capital allocation needs for at least the next 12 months.

The Condensed Combined Statements of Operations and Comprehensive Loss of the Company reflect allocations of general corporate expenses from Parent, including, but not limited to, executive management, sales and marketing, finance, legal, information technology, employee benefits administration, stock-based compensation, treasury, risk management, procurement and other shared services. These allocations were made on a direct usage basis when identifiable, with the remainder allocated on a pro rata basis of billing, revenue, headcount or other measures as determined appropriate. Management of the Company and Parent consider these allocations to be a reasonable reflection of the utilization of services by, or the benefits provided to, the Company. The allocations may not, however, reflect the expenses the Company would have incurred as a standalone company for the periods presented. Actual costs that may have been incurred if the Company had been a standalone company would depend on a number of factors, such as the chosen organizational structure, whether functions were outsourced or performed by employees and decisions with respect to areas such as facilities, information technology and operating infrastructure.

Parent maintains various benefit and stock-based compensation plans at a corporate level. The Company’s employees participate in those programs and a portion of the cost of those plans is included in the Company’s Condensed Combined Financial Statements. The Company’s Condensed Combined Balance Sheets and Condensed Combined Statements of Equity do not include any benefit plan obligations or any equity related to stock-based compensation plans. See “Note 9 – Stock-Based Compensation Expense” for a description of the accounting for stock-based compensation.

The Company’s fiscal year ends on December 31. The Company employs a calendar month-end reporting period for its quarterly reporting.

F-52

Xperi Product qualifies as an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Xperi Product has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Xperi Product, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

Xperi Product’s historical results are included as a part of the Parent’s consolidated financial statements which are filed with the SEC. As a result, Xperi Product tracks the effective dates and adopts all guidance applicable to it consistent with the manner that the Parent tracks and adopts all applicable guidance. However, the Company intends to adopt future standards at the appropriate date for emerging growth companies once it is established as a stand-alone company. This may make comparison of its financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult because of the potential differences in accounting standards used.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There have been no significant changes in the Company’s significant accounting policies during the three and six months ended June 30, 2022.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed combined financial statements and accompanying notes. The accounting estimates and assumptions that require management’s most significant, challenging, and subjective judgment include the estimation of licensees’ quarterly royalties prior to receiving the royalty reports, the determination of stand-alone selling price and the transaction price in an arrangement with multiple performance obligations, the assessment of the recoverability of goodwill, the assessment of useful lives and recoverability of other intangible assets and long-lived assets, recognition and measurement of current and deferred income tax assets and liabilities, the assessment of unrecognized tax benefits, and purchase accounting resulting from business combinations. Actual results experienced by the Company may differ from management’s estimates.

The COVID-19 pandemic has had, and may continue to have, an adverse impact on the Company business. The impact to date has included periods of significant volatility in markets the Company serves, in particular the automotive and broad consumer electronics markets. Additionally, the pandemic has caused some challenges and delays in acquiring new customers and executing license renewals. These factors have negatively impacted the Company’s financial condition and results of operations, and may result in an impairment of the Company’s long-lived assets, including goodwill, increased credit losses and impairments of investments in other companies. The Company’s operations and those of its customers have also been negatively impacted by certain trends arising from the COVID-19 pandemic, including labor market constraints, shortage of semiconductor components and manufacturing capacities, and delays in shipments, product development and product launches. Moreover, the COVID-19 pandemic, its related impact, and United States federal, state and foreign government policies enacted to combat the pandemic have contributed to a recent rise of inflation that may increase the cost of the Company’s operations and reduce demand for the Company’s products and services and those of its customers, which may adversely affect the Company’s financial performance. The impact of the pandemic on the Company’s overall results of operations remains uncertain for the foreseeable future and will depend on factors outside the Company’s control.

F-53

Recently Adopted Accounting Pronouncements

In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”), which amends the guidance in ASC 805 to require that an entity (acquirer) recognize and measures contract assets and contract liabilities acquired in a business combination in accordance with Revenue from Contracts with Customers (“Topic 606”). As a result of the amendments, it is expected that an acquirer will generally recognize and measure acquired contract assets and contract liabilities in a manner consistent with how the acquiree recognized and measured them in its preacquisition financial statements. ASU 2021-08 is effective for public business entities for fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company elected to early adopt the new standard on January 1, 2022. The adoption did not have an impact on the Company’s condensed combined financial statements.

Recent Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in ASU 2020-04 apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which provides further clarification on the scope of Topic 848 so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. ASU 2020-04 became effective upon issuance and may be applied prospectively to contract modifications made on or before December 31, 2022. ASU 2021-01 became effective upon issuance and may be applied on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 or prospectively for contract modifications made on or before December 31, 2022.

NOTE 3 – REVENUE

Revenue Recognition

General

Revenue is recognized when control of the promised goods or services is transferred to a customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services, which may include various combinations of goods and services which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of sales taxes collected from customers which are subsequently remitted to governmental authorities.

Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the individual performance obligations are separately accounted for if they are distinct. In an arrangement with multiple performance obligations, the transaction price is allocated among the separate performance obligations on a relative stand-alone selling price basis. The determination of stand-alone selling price considers market conditions, the size and scope of the contract, customer and geographic information, and other factors. When observable prices are not available, stand-alone selling price for separate performance obligations is based on the cost-plus-margin approach, considering overall pricing objectives.

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When variable consideration is in the form of a sales-based or usage-based royalty in exchange for a license of technology or when a license of technology is the predominant item to which the variable consideration relates, revenue is recognized at the later of when the subsequent sale or usage occurs or the performance obligation to which some or all of the sales-based or usage-based royalty has been allocated has been satisfied or partially satisfied.

Description of Revenue-Generating Activities

The Company derives the majority of its revenue from licensing its technology to customers. These arrangements are summarized below based on how the technology is delivered to customers: License arrangements and Technology Solutions arrangements. For License arrangements, the customer obtains rights to the technology delivered at the commencement of the agreement. For Technology Solutions arrangements, the customer receives access to a platform, media or data that includes frequent updates, where access to such updates is critical to the functionality of the technology. The timing of when performance obligations are satisfied, as well as the fee arrangements underlying each agreement, determine when revenue is recognized.

License Arrangements

The Company licenses its audio, digital radio and imaging technology to consumer electronics (“CE”) manufacturers, automotive manufacturers or their supply chain partners.

The Company generally recognizes royalty revenue from licenses based on units shipped or manufactured. Revenue is recognized in the period in which the customer’s sales or production are estimated to have occurred. This may result in an adjustment to revenue when actual sales or production are subsequently reported by the customer, generally in the month or quarter following sales or production. Estimating customers’ quarterly royalties prior to receiving the royalty reports requires the Company to make significant assumptions and judgments related to forecasted trends and growth rates used to estimate quantities shipped or manufactured by customers, which could have a material impact on the amount of revenue it reports on a quarterly basis.

Certain customers enter into fixed fee or minimum guarantee agreements, whereby customers pay a fixed fee for the right to incorporate the Company’s technology in the customer’s products over the license term. In arrangements with a minimum guarantee, the fixed fee component corresponds to a minimum number of units or dollars that the customer must produce or pay, with additional per-unit fees for any units or dollars exceeding the minimum. The Company generally recognizes the full fixed fee as revenue at the beginning of the license term when the customer has the right to use the technology and begins to benefit from the license, net of the effect of any significant financing components calculated using customer-specific, risk-adjusted lending rates, with the related interest income being recognized over time on an effective rate basis. For minimum guarantee agreements where the customer exceeds the minimum, the Company recognizes revenue relating to any additional per-unit fees in the periods it believes the customer will exceed the minimum and adjusts the revenue based on actual usage once that is reported by the customer.

Technology Solutions Arrangements

For Technology Solutions, the Company provides on-going media or data delivery, hosting and access to its platform, and software updates. For these solutions, the Company generally receives fees on a per-subscriber per-month basis or as a fixed fee, and revenue is recognized during the month in which the solutions are provided to the customer. For most of the Technology Solutions offerings, substantially all functionality is obtained through the Company’s continuous hosting and/or updating of the data and content. In these instances, the

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Company typically has a single performance obligation related to these ongoing activities in the underlying arrangement. For those arrangements that include multiple performance obligations, the Company allocates the consideration as described above and recognizes revenue for each distinct performance obligation when control of the promised goods or services is transferred to the customer.

The Company also generates revenue from non-recurring engineering (“NRE”) services, advertising, and hardware products, each of which was less than 5% of total revenue for all periods presented.

Practical Expedients and Exemptions

The Company applies a practical expedient to not perform an evaluation of whether a contract include a significant financing component when the timing of revenue recognition differs from the timing of cash collection by one year or less.

The Company applies a practical expedient to expense costs to obtain a contract with a customer as incurred as a component of selling, general and administrative expenses when the amortization period would have been one year or less.

The Company applies a practical expedient when disclosing revenue expected to be recognized from unsatisfied performance obligations to exclude contracts with customers with an original duration of one year or less; amounts attributable to variable consideration arising from (i) a sales-based or usage-based royalty of a technology license or (ii) when variable consideration is allocated entirely to a wholly unsatisfied performance obligation; or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation.

Revenue Details

The following information depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors by disaggregating revenue by product category/end market and geographic location.

Revenue disaggregated by business model was as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Licensing	$	60,347	$	45,244	$	108,157	$	99,241
Technology Solutions		65,856		75,182		136,935		144,767
Total revenue	$	126,203	$	120,426	$	245,092	$	244,008

Revenue disaggregated by product category/end market was as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Pay-TV	$	60,371	$	67,161	$	124,525	$	130,904
Consumer Electronics		39,493		22,715		67,583		53,820
Connected Car		20,855		22,529		40,574		45,420
Media Platform		5,484		8,021		12,410		13,864
Total revenue	$	126,203	$	120,426	$	245,092	$	244,008

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A significant portion of the Company’s revenue is derived from licensees headquartered outside of the U.S., principally in Asia, and it is expected that this revenue will continue to account for a significant portion of total revenue in future periods. The following table presents the Company’s revenue disaggregated by geographic area (in thousands):

	Three Months Ended June 30,								Six Months Ended June 30,
	2022				2021				2022				2021
U.S	$	78,409	62	%	$	61,909	51	%	$	138,080	56	%	$	120,626	49	%
Japan		16,494	13			19,860	17			32,044	13			38,185	16
South Korea		6,195	5			8,229	7			10,875	4			19,435	8
Canada		6,272	5			5,968	5			11,384	5			11,978	5
EMEA		7,048	6			13,412	11			18,736	8			26,523	11
Other		11,785	9			11,048	9			33,973	14			27,261	11
	$	126,203	100	%	$	120,426	100	%	$	245,092	100	%	$	244,008	100	%

Contract Balances

Contracts Assets

Contract assets primarily consist of unbilled contracts receivable that are expected to be received from customers in future periods, where the revenue recognized to date exceeds the amount billed. The amount of unbilled contracts receivable may not exceed their net realizable value and are classified as long-term assets if the payments are expected to be received more than one year from the reporting date. Contract assets also include the incremental costs of obtaining a contract with a customer, principally sales commissions when the renewal commission is not commensurate with the initial commission, and deferred engineering costs for significant software customization or modification and set-up services to the extent deemed recoverable. Contract assets were recorded in the Condensed Combined Balance Sheets as follows (in thousands):

	June 30, 2022		December 31, 2021
Unbilled contracts receivable	$	46,487	$	50,962
Other current assets		654		724
Long-term unbilled contracts receivable		3,217		3,825
Other long-term assets		968		1,043
Total contract assets	$	51,326	$	56,554

Contract Liabilities

Contract liabilities are mainly comprised of deferred revenue related to technology solutions arrangements, multi-period licensing, and other offerings for which the Company is paid in advance while the promised good or service is transferred to the customer at a future date or over time. Deferred revenue also includes amounts received related to professional services to be performed in the future. Deferred revenue arises when cash payments are received, including amounts which are refundable, in advance of performance obligations being completed.

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Allowance for Credit Losses

The allowance for credit losses, which includes the allowance for accounts receivable and unbilled contracts receivable, represents the Company’s best estimate of lifetime expected credit losses inherent in those financial assets. The Company’s lifetime expected credit losses are determined using relevant information about past events (including historical experience), current conditions, and reasonable and supportable forecasts that affect collectability. The Company monitors its credit exposure through ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary. In addition, the Company performs routine credit management activities such as timely account reconciliations, dispute resolution, and payment confirmations. The Company may employ collection agencies and legal counsel to pursue recovery of defaulted receivables.

The following table presents the activity in the allowance for credit losses for the three and six months ended June 30, 2022 and 2021 (in thousands):

	Three Months Ended June 30, 2022						Six Months Ended June 30, 2022
	Accounts Receivable			Unbilled Contracts Receivable			Accounts Receivable			Unbilled Contracts Receivable
Beginning balance	$	1,962		$	369		$	2,245		$	480
Provision for credit loss expense		201			(63	)		21			(174	)
Recoveries/charged-off		(358	)		—			(461	)		—
Balance at end of period	$	1,805		$	306		$	1,805		$	306

	Three Months Ended June 30, 2021					Six Months Ended June 30, 2021
	Accounts Receivable			Unbilled Contracts Receivable		Accounts Receivable			Unbilled Contracts Receivable
Beginning balance	$	3,088		$	1,553	$	6,454		$	1,414
Provision for credit loss expense		152			51		95			230
Recoveries/charged-off		(34	)		—		(3,343	)		(40	)
Balance at end of period	$	3,206		$	1,604	$	3,206		$	1,604

Additional Disclosures

The following table presents additional revenue and contract disclosures (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenue recognized in the period from:
Amounts included in deferred revenue at the beginning of the period	$	6,269	$	6,936	$	14,601	$	18,152
Performance obligations satisfied in previous periods (true ups and licensee reporting adjustments)*	$	20,830	$	2,425	$	20,866	$	6,620

* True ups represent the differences between the Company’s quarterly estimates of per unit royalty revenue and actual production/sales-based royalties reported by licensees in the following period. Licensee reporting adjustments represent corrections or revisions to previously reported per unit royalties by licensees, generally resulting from the Company’s inquiries or compliance audits. Amount includes past royalty revenue from the settlement of a contract dispute with a large mobile imaging customer, and the execution of a long-term license agreement with a leading consumer electronics and OTT service provider. The long-term license agreement is effective as of the expiration of the prior agreement. The Company recorded revenue from both the settlement and the license agreement, referred to above, in the second quarter of 2022 and expects to record revenue from both the settlement and the license agreement in future periods.

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Remaining revenue under contracts with performance obligations represents the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) under the Company’s fixed-fee TiVo service license, software-as-a-service agreements and engineering services contracts. The Company’s remaining revenue under contracts with performance obligations was as follows (in thousands):

	June 30, 2022		December 31, 2021
Revenue from contracts with performance obligations expected to be satisfied in:
2022 (remaining 6 months)	$	22,191	$	51,201
2023		40,382		37,696
2024		17,768		13,314
2025		7,492		6,274
2026		3,793		2,226
Thereafter		1,779		399
Total	$	93,405	$	111,110

NOTE 4 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS

Other current assets consisted of the following (in thousands):

	June 30 2022		December 31, 2021
Prepaid expenses	$	15,977	$	15,283
Inventory		7,587		5,102
Other		7,126		5,600
Total	$	30,690	$	25,985

Property and equipment, net consisted of the following (in thousands):

	June 30, 2022			December 31, 2021
Equipment, furniture and other	$	72,277		$	64,236
Building and improvements		18,331			18,331
Land		5,300			5,300
Leasehold improvements		21,734			22,064
Property and equipment, gross		117,642			109,931
Less: accumulated depreciation and amortization		(64,069	)		(52,454	)
Total	$	53,573		$	57,477

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Property and equipment, net by geographic area was as follows (in thousands):

	June 30, 2022		December 31, 2021
U.S.	$	48,350	$	51,306
Europe		3,210		3,697
Asia and other		2,013		2,474
Total	$	53,573	$	57,477

Other assets consisted of the following (in thousands):

	June 30, 2022		December 31, 2021
Long-term deferred tax assets	$	1,868	$	1,847
Other assets		26,071		19,223
Total	$	27,939	$	21,070

Accrued liabilities consisted of the following (in thousands):

	June 30, 2022		December 31, 2021
Employee compensation and benefits	$	25,754	$	33,685
Third-party royalties		4,844		4,428
Accrued expenses		13,615		21,147
Accrued severance		1,763		1,834
Current portion of operating lease liabilities		14,395		14,725
Other		13,549		8,585
Total	$	73,920	$	84,404

Other long-term liabilities consisted of the following (in thousands)

	June 30, 2022		December 31, 2021
Long-term income tax payable	$	499	$	462
Other		3,643		5,208
Total	$	4,142	$	5,670

Accumulated other comprehensive loss consisted of the following (in thousands):

	June 30, 2022			December 31, 2021
Foreign currency translation adjustment, net of tax	$	(4,125	)	$	(676	)
Total	$	(4,125	)	$	(676	)

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NOTE 5 – FINANCIAL INSTRUMENTS

Non-marketable Equity Securities

As of June 30, 2022 and December 31, 2021, other assets included equity securities accounted for under the equity method with a carrying amount of $4.4 million and $4.8 million, respectively, and equity securities without a readily determinable fair value with a carrying amount of $0.0 million and $0.1 million, respectively. No impairments or adjustments to the carrying amount of the Company’s equity securities without a readily determinable fair value were recognized in the three and six months ended June 30, 2022 and June 30, 2021, respectively.

NOTE 6 – FAIR VALUE

The Company follows the authoritative guidance for fair value measurement and the fair value option for financial assets and financial liabilities. The Company carries its financial instruments at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or an exit price, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

Level 1	Quoted prices in active markets for identical assets.
Level 2	Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

When applying fair value principles in the valuation of assets, the Company is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The Company calculates the fair value of its Level 1 instruments based on the exchange traded price of similar or identical instruments, where available, or based on other observable inputs.

There were no marketable securities required to be measured at fair value on a recurring basis as of June 30, 2022 or December 31, 2021.

Non-Recurring Fair Value Measurements

For purchase accounting related fair value measurements, see “Note 7 – Business Combinations.”

NOTE 7 – BUSINESS COMBINATIONS

MobiTV

On May 31, 2021, the Company completed its acquisition of certain assets and assumption of certain liabilities of MobiTV, Inc. (“MobiTV” and, the acquisition, the “MobiTV Acquisition”), a provider of application-based Pay- TV video delivery solutions. The acquisition expands the Company’s IPTV Managed Service capabilities, which is expected to grow the addressable market for the Company’s IPTV products and further secure TiVo’s position as a leading provider of Pay-TV solutions. The net purchase price for the MobiTV Acquisition was $12.4 million in cash.

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Purchase Price Allocation

The MobiTV Acquisition has been accounted for as a business combination, using the acquisition method. The following table presents the allocation of the purchase price to the identifiable assets acquired and liabilities assumed based on the fair values at the acquisition date, with any excess of the purchase price over the estimated fair value of the identifiable net assets acquired recorded to goodwill, all of which is expected to be deductible for tax purposes. The following table sets forth the final purchase price allocation with no measurement period adjustments identified ($ in thousands):

	Estimated Useful Life (years)		Final Fair Value
Other current assets			$	390
Property and equipment				9,223
Operating lease right-of-use assets				1,186
Identifiable intangible assets: Technology		6		3,260
Goodwill				4,059
Other long-term assets				115
Accrued liabilities				(5,288	)
Noncurrent operating lease liabilities				(545	)
Total purchase price			$	12,400

The results of operations and cash flows relating to the business acquired pursuant to the MobiTV Acquisition have been included in the Company’s condensed combined financial statements for periods subsequent to May 31, 2021, and the related assets and liabilities were recorded at their estimated fair values in the Company’s Condensed Combined Balance Sheet as of May 31, 2021.

Supplemental Pro Forma Information

The following unaudited pro forma financial information assumes the MobiTV Acquisition was completed as of January 1, 2020. The unaudited pro forma financial information as presented below is for informational purposes only and is based on estimates and assumptions that have been made solely for purposes of developing such pro forma information. This is not necessarily indicative of the results of operations that would have been achieved if the MobiTV Acquisition had taken place on January 1, 2020, nor is it necessarily indicative of future results. Consequently, actual results could differ materially from the unaudited pro forma financial information presented below. The following table presents the pro forma operating results as if the acquired operations of MobiTV had been included in the Company’s Condensed Consolidated Statements of Operations as of January 1, 2020 (unaudited, in thousands):

	Three Months Ended			Six Months Ended
	June 30, 2021			June 30, 2021
Revenue	$	223,363		$	447,727
Net loss attributable to Xperi Product	$	(8,606	)	$	(14,868	)

The unaudited supplemental pro forma information above includes the following pro forma adjustments: removal of certain elements of the historical MobiTV business that were not acquired, elimination of inter-company transactions between MobiTV and TiVo, adjustments for transaction related costs, and adjustments to reflect the impact of purchase accounting adjustments. The unaudited supplemental pro forma information above does not include any cost saving synergies from operating efficiencies.

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NOTE 8 – GOODWILL AND IDENTIFIED INTANGIBLE ASSETS

The change to the carrying value of goodwill from December 31, 2021 through June 30, 2022 was an immaterial measurement period adjustment.

Identified intangible assets consisted of the following (in thousands):

		June 30, 2022							December 31, 2021
	Average Life (Years)	Gross Assets		Accumulated Amortization			Net		Gross Assets		Accumulated Amortization			Net
Finite-lived intangible assets
Acquired patents / core technology	3-10	$	5,259	$	(5,236	)	$	23	$	5,258	$	(5,215	)	$	43
Existing technology / content database	5-10		212,707		(181,347	)		31,360		212,765		(173,420	)		39,345
Customer contracts and related relationships	3-9		493,737		(316,497	)		177,240		494,026		(297,867	)		196,159
Trademarks/trade name	4-10		38,783		(27,223	)		11,560		38,783		(24,796	)		13,987
Non-competition agreements	1		2,231		(2,231	)		—		2,231		(2,231	)		—
Total finite-lived intangible assets			752,717		(532,534	)		220,183		753,063		(503,529	)		249,534
Indefinite-lived intangible assets
TiVo trademarks/trade name	N/A		21,400		—			21,400		21,400		—			21,400
Total intangible assets		$	774,117	$	(532,534	)	$	241,583	$	774,463	$	(503,529	)	$	270,934

As of June 30, 2022, the estimated future amortization expense of total finite-lived intangible assets was as follows (in thousands):

2022(remaining 6 months)	$	28,465
2023		49,367
2024		35,184
2025		26,758
2026		23,945
2027		23,484
Thereafter		32,980
Total	$	220,183

NOTE 9 – STOCK-BASED COMPENSATION EXPENSE

Certain of the Company’s employees participate in equity-based compensation plans sponsored by Parent. Parent’s equity-based compensation plans include incentive compensation plans and an employee stock purchase plan (“ESPP”). All awards granted under the plans are based on shares of Parent’s common stock and, as such, are reflected in Parent’s Consolidated Statements of Stockholders’ Equity and not in the Company’s Condensed Combined Statements of Equity. The following disclosures of stock-based compensation expense recognized by the Company are based on the awards and terms granted to the Company’s employees. Accordingly, the amounts presented are not necessarily indicative of future awards and do not necessarily reflect the results that the Company would have experienced as an independent company for the periods presented.

Equity Incentive Plans

Prior to the Merger Date, Parent had implemented and granted equity awards under the Xperi Corporation Seventh Amended and Restated 2003 Equity Incentive Plan. As of the effective date of the Mergers, no future grants will be made under the plan.

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The 2020 EIP

In connection with the Mergers and immediately prior to June 1, 2020, Parent adopted the Xperi Holding Corporation 2020 Equity Incentive Plan (the “2020 EIP”).

Under the 2020 EIP, Parent may grant equity-based awards to employees, non-employee directors, and consultants for services rendered to Parent (or any subsidiary) in the form of stock options, stock awards, restricted stock awards, restricted stock units, stock appreciation rights, dividend equivalents and performance awards (or any combination thereof). A total of 8,000,000 shares have been reserved for issuance under the 2020 EIP provided that each share issued pursuant to “full value” awards (i.e., stock awards, restricted stock awards, restricted stock units, performance awards and dividend equivalents) are counted against shares available for issuance under the 2020 EIP on a 1.5 to 1 ratio.

The 2020 EIP provides for option grants designed as either incentive stock options or non-statutory options. Options are granted with an exercise price not less than the value of the common stock on the grant date and have a term of ten years from the date of grant and vest over a four-year period. The vesting criteria for restricted stock awards and restricted stock units is generally the passage of time or meeting certain performance-based objectives, and continued employment through the vesting period generally over four years for time-based awards. As of June 30, 2022, there were approximately 5.7 million shares reserved for future grant under the 2020 EIP.

Assumed Plans

On June 1, 2020, Parent assumed all then-outstanding stock options, awards, and shares available and reserved for issuance under all legacy Equity Incentive Plans of Pre-Merger TiVo (collectively, the “Assumed Plans”). Stock options assumed from the Assumed Plans generally have vesting periods of four years and a contractual term of seven years. Awards of restricted stock and restricted stock units assumed from the Assumed Plans are generally subject to a four-year vesting period. The number of shares subject to stock options and restricted stock unit awards outstanding under these plans are included in the tables below. Shares reserved under the Assumed Plans will be available for future grants. As of June 30, 2022, there were 0.7 million shares reserved for future grants under the Assumed Plans.

A summary of the stock option activity is presented below (in thousands, except per share amounts):

	Options Outstanding
	Number of Shares Subject to Options			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Balance at December 31, 2021		186		$	25.41		3.69	$	48.64
Options exercised		(1	)	$	14.91
Options canceled / forfeited / expired		(1	)	$	27.32
Balance at June 30, 2022		184		$	25.47		3.23		—
Vested and expected to vest at June 30, 2022		184		$	25.47		3.23		—
Exercisable at June 30, 2022		184		$	25.47		3.23		—

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The following table summarizes information concerning currently outstanding and exercisable options:

			Options Outstanding				Options Exercisable
Range of Exercise Prices per Share	Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price per Share		Number Exercisable		Weighted Average Exercise Price per Share
$ 14.91 - $ 22.24		52		1.61	$	20.42		52	$	20.42
$ 22.45 - $ 22.45		70		5.29	$	22.45		70	$	22.45
$ 22.52 - $ 51.52		62		2.62	$	34.67		62	$	34.67
$ 14.91 - $ 51.52		184		3.23	$	25.47		184	$	25.47

Restricted Stock Awards

Parent grants equity-based compensation awards from the 2003 Equity Incentive Plan (“2003 Plan”). The 2003 Plan permits the grant of restricted stock and restricted stock units (“restricted stock awards”) and similar types of equity awards to employees, officers, directors and consultants of the Company. Restricted stock awards are considered outstanding at the time of grant as holders are entitled to voting rights on Parent matters. Options and restricted stock awards granted under this plan generally have a term of ten years from the date of grant and vest over a four-year period. The vesting criteria for restricted stock awards and units is generally the passage of time or meeting certain performance-based objectives, and continued employment through the vesting period generally over four years.

Performance Awards and Units

Performance awards and units may be granted to employees or consultants based upon, among other things, the contributions, responsibilities and other compensation of the particular employee or consultant. The value and the vesting of such performance awards and units are generally linked to one or more performance goals determined by the Company, in each case on a specified date or dates or over any period or periods determined by the Company, and range from zero to 100 percent of the grant.

The following table summarizes restricted stock awards and units for the six months ended June 30, 2022 (in thousands, except per share amounts):

	Restricted Stock and Restricted Stock Units
	Number of Shares Subject to Time- based Vesting			Number of Shares Subject to Performance- based Vesting		Total Number of Shares			Weighted Average Grant Date Fair Value Per Share
Balance at December 31, 2021		4,689			252		4,941		$	19.15
Awards and units granted		2,829			141		2,970		$	15.89
Awards and units vested / earned		(931	)		—		(931	)	$	19.46
Awards and units canceled /forfeited		(321	)		—		(321	)	$	17.85
Balance at June 30, 2022		6,266			393		6,659		$	17.89

F-65

The following table summarizes the stock-based compensation expense attributable to the Company’s operations for the three and six months ended June 30, 2022 and 2021 (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Cost of revenue, excluding depreciation and amortization of intangible assets	$	773		$	529		$	1,398		$	852
Research, development and other related costs		5,681			4,353			10,780			8,204
Selling, general and administrative		4,085			3,446			6,998			7,188
Total stock-based compensation expense		10,539			8,328			19,176			16,244
Tax effect on stock-based compensation expense		(42	)		(51	)		(62	)		(108	)
Net effect on net loss	$	10,497		$	8,277		$	19,114		$	16,136

In addition, for the three months ended June 30, 2022 and 2021 $2.0 million and $2.5 million respectively, and $4.5 and $4.4 million for the six month ended June 30, 2022 and 201 respectively, of stock-based compensation expense was recognized in operating results as part of the corporate and shared functional employees expenses allocation.

As of June 30, 2022 the unrecognized stock-based compensation balance after estimated forfeitures consisted of $82.4 million related to restricted stock awards and units, including performance-based awards and units, to be recognized over an estimated weighted average amortization period of 2.85 years.

The fair value of restricted stock awards subject to service conditions is estimated as the price of Parent’s common stock at the close of trading on the date of grant. Parent uses the Black-Scholes option pricing model to determine the estimated fair value of options. The fair value of each option grant is determined on the date of grant and the expense is recorded on a straight-line basis. The assumptions used in the model include expected life, volatility, risk-free interest rate, and dividend yield. Parent’s determinations of these assumptions are outlined below.

Expected life – The expected life assumption is based on analysis of Parent’s historical employee exercise patterns.

Volatility – Volatility is calculated using the historical volatility of Parent’s common stock for a term consistent with the expected life.

Risk-free interest rate – The risk-free interest rate assumption is based on the U.S. Treasury rate for issues with remaining terms similar to the expected life of the options.

Dividend yield – Expected dividend yield is calculated based on cash dividends declared by the Board of Directors of the Parent for the previous four quarters and dividing that result by the average closing price of Parent’s common stock for the quarter. Cash dividends are not paid on options, vested restricted stock awards or unvested restricted stock awards.

In addition, Parent estimates forfeiture rates. Forfeitures are estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates. Historical data is used to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest.

There were no stock options granted during the three and six months ended June 30, 2022 and 2021, and the outstanding options are fully vested as of June 30, 2022.

F-66

Employee Stock Purchase Plan

Parent’s 2003 Employee Stock Purchase Plan (the “ESPP”) allows eligible employees to purchase shares of the Parent’s common stock at a discount through payroll deductions. The ESPP consists of up to four consecutive six-month purchase periods within a twenty-four-month offering period. Employees purchase shares each purchase period at the lower of 85% of the market value of Parent’s common stock at either the beginning of the offering period or the end of the purchase period.

The following assumptions were used to value the ESPP shares:

	March 2022			September 2021			March 2021
Expected life (years)		2.0	%		2.0	%		2.0	%
Risk-free interest rate		1.3	%		0.2	%		0.1	%
Dividend yield		1.1	%		0.9	%		1.2	%
Expected volatility		48.5	%		52.0	%		52.0	%

Parent uses a Monte Carlo simulation to determine the grant date fair value of performance stock units subject to market conditions, or market-based performance stock units (“PSUs”). The following assumptions were used to value the performance stock units subject to market conditions granted in April 2022:

	April 2022
Expected life (years)		3.0	%
Risk-free interest rate		2.8	%
Dividend yield		1.2	%
Expected volatility		40.9	%

NOTE 10 – INCOME TAXES

For the three months ended June 30, 2022, the Company recorded an income tax expense of $8.4 million on pretax loss of $(22.6) million, which resulted in an effective tax rate of (37.2)%. The income tax expense for the three months ended June 30, 2022 was primarily related to foreign withholding taxes, U.S. federal income tax and state income taxes.

For the six months ended June 30, 2022, the Company recorded an income tax expense of $10.5 million on pretax loss of $(51.0) million, which resulted in an effective tax rate of (20.5)%. The income tax expense was primarily related to foreign withholding taxes and foreign income tax expense.

For the three months ended June 30, 2021, the Company recorded an income tax expense of $1.9 million on pretax loss of $(35.5) million, which resulted in an effective tax rate of (5.3)%. The income tax expense for the three months ended June 30, 2021 was primarily related to foreign withholding taxes and foreign income taxes.

For the six months ended June 30, 2021, the Company recorded an income tax expense of $5.3 million on pretax loss of $(73.7) million, which resulted in an effective tax rate of (7.2)%. The income tax expense was primarily related to foreign withholding taxes.

As of June 30, 2022, gross unrecognized tax benefits increased $0.5 million to $8.9 million compared to $8.4 million as of December 31, 2021. This was included in long-term deferred tax and other long-term liabilities on the Condensed Combined Balance Sheets. Of this amount, $0.5 million would affect the effective tax rate if recognized. The Company is unable to reasonably estimate the timing of the long-term payments or the amount by which the liability will increase or decrease.

It is the Company’s policy to classify accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. The Company recognized no interest and penalties related to unrecognized tax benefits for the three months ended June 30, 2022 and 2021, respectively. Accrued interest and penalties were zero as of both June 30, 2022 and December 31, 2021.

F-67

As of June 30, 2022, the Company’s 2017 through 2021 tax years are generally open and subject to potential examination in one or more jurisdictions. Earlier tax years for the Company and its subsidiaries are also open in certain jurisdictions which are currently subject to examination. In addition, in the U.S., any net operating losses or credits that were generated in prior years but not yet fully utilized in a year that is closed under the statute of limitations may also be subject to examination. The Company has submitted a withholding tax refund claim with the South Korean authorities and the final outcome is not anticipated to be settled within the next 12 months.

NOTE 11 – LEASES

Under Topic 842, a contract is a lease, or contains a lease, if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration.

To determine whether a contract conveys the right to control the use of an identified asset for a period of time, an entity shall assess whether, throughout the period of use, the entity has both of the following: (a) the right to obtain substantially all of the economic benefits from use of the identified asset; and (b) the right to direct the use of the identified asset.

The Company leases office and research facilities, data centers and office equipment under operating leases which expire through 2029. The Company’s leases have remaining lease terms of one year to nine years, some of which may include options to extend the leases for five years or longer, and some of which may include options to terminate the leases within the next six years or less. Leases with an initial term of 12 months or less are not recorded on the balance sheets; expense for these leases is recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred and are not included within the lease liability and right-of-use assets calculation. As a practical expedient, the Company elected, for all office and facility leases, not to separate non-lease components (e.g., common-area maintenance costs) from lease components (e.g., fixed payments including rent) and instead to account for each separate lease component and its associated non-lease components as a single lease component. As most of the leases do not provide an implicit rate, the Company generally, for purposes of discounting lease payments, uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date.

The Company subleases certain real estate to third parties. The sublease portfolio consists of operating leases for previously exited office space. Certain subleases include variable payments for operating costs. The subleases are generally co-terminus with the head lease, or shorter. Subleases do not include any residual value guarantees or restrictions or covenants imposed by the leases. Income from subleases is recognized as a reduction to selling, general and administrative expenses.

The components of operating lease costs were as follows (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Fixed lease cost	$	4,901		$	4,965		$	9,924		$	9,919
Variable lease cost		1,418			1,010			2,483			2,074
Less: sublease income		(2,705	)		(3,157	)		(4,811	)		(9,724	)
Total operating lease cost	$	3,614		$	2,818		$	7,596		$	2,269

F-68

Other information related to leases was as follows (in thousands, except lease term and discount rate):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Cash flows from operating activities	$	4,865	$	5,258	$	9,900	$	10,311
ROU assets obtained in exchange for new lease liabilities:
Operating leases	$	1,195	$	3,478	$	1,779	$	3,478

	June 30,			December 31,
	2022			2021
Weighted-average remaining lease term (years):
Operating leases		4.01			4.48
Weighted-average discount rate:
Operating leases		4.9	%		4.9	%

Future minimum lease payments and related lease liabilities as of June 30, 2022 were as follows (in thousands):

	Operating Lease Payments (1)			Sublease Income			Net Operating Lease Payments
2022 (remaining 6 months)	$	8,211		$	(3,735	)	$	4,476
2023		17,156			(7,618	)		9,538
2024		15,157			(7,610	)		7,547
2025		13,541			(7,386	)		6,155
2026		6,296			(935	)		5,361
Thereafter		2,880			—			2,880
Total lease payments		63,241			(27,284	)		35,957
Less: imputed interest		(6,275	)		—			(6,275	)
Present value of lease liabilities:	$	56,966		$	(27,284	)	$	29,682
Less: current obligations under leases (accrued liabilities)		(14,395	)
Noncurrent operating lease liabilities	$	42,571

(1) Future minimum lease payments exclude short-term leases as well as payments to landlords for variable common area maintenance, insurance and real estate taxes.

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Purchase and Other Contractual Obligations

In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which it is liable in future periods. These arrangements primarily include future unconditional purchase obligations to service providers. As of June 30, 2022, the Company’s total future unconditional purchase obligations were approximately $114.5 million.

F-69

Inventory Purchase Commitments

The Company uses contract manufacturers to provide manufacturing services for its products. During the normal course of business, in order to manage manufacturing lead times and help ensure adequate supply, the Company enters into agreements with its contract manufacturers that either allow them to procure inventory based on criteria as defined by the Company or that establish the parameters defining the Company’s requirements. A significant portion of the Company’s purchase commitments arising from these agreements consist of firm, non-cancelable and unconditional purchase commitments. In certain instances, these agreements allow the Company the option to cancel, reschedule or adjust the Company’s requirements based on its business needs prior to firm orders being placed. As of June 30, 2022, the Company had total purchase commitments for inventory of $5.5 million, of which $1.5 million was accrued in the Condensed Combined Balance Sheets.

Indemnifications

In the normal course of business, the Company provides indemnifications of varying scopes and amounts to certain of its licensees, customers, and business partners against claims made by third parties arising from the use of the Company’s products, intellectual property, services or technologies. The Company cannot reasonably estimate the possible range of losses that may be incurred pursuant to its indemnification obligations, if any. Variables affecting any such assessment include, but are not limited to: the nature of the claim asserted; the relative merits of the claim; the financial ability of the party suing the indemnified party to engage in protracted litigation; the number of parties seeking indemnification; the nature and amount of damages claimed by the party suing the indemnified party; and the willingness of such party to engage in settlement negotiations. To date, no such claims have been filed against the Company and no liability has been recorded in the Company’s condensed combined financial statements.

As permitted under Delaware law, the Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company believes, given the absence of any such payments in the Company’s history, and the estimated low probability of such payments in the future, that the estimated fair value of these indemnification agreements is immaterial. In addition, the Company has directors’ and officers’ liability insurance coverage that is intended to reduce its financial exposure and may enable the Company to recover any payments, should they occur.

Contingencies

At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company is currently unable to predict the final outcome of lawsuits to which it is a party and therefore cannot determine the likelihood of loss nor estimate a range of possible loss. An adverse decision in any of these proceedings could significantly harm the Company’s business and condensed combined financial position, results of operations or cash flows.

The Company and its subsidiaries are involved in litigation matters and claims in the normal course of business. In the past, the Company and its subsidiaries have litigated to enforce their respective patents and other intellectual property rights, to enforce the terms of license agreements, to protect trade secrets, to determine the validity and scope of the proprietary rights of others and to defend themselves or their customers against claims of infringement or invalidity. The Company expects to be involved, either directly or through its subsidiaries, in similar legal proceedings in the future, including proceedings regarding infringement of its patents, and proceedings to ensure proper and full payment of royalties by customers under the terms of its license agreements.

F-70

The existing and any future legal actions may harm the Company’s business. For example, an adverse decision in any of these legal actions could result in a loss of the Company’s proprietary rights; reduce or limit the value of the Company’s licensed technology; negatively impact the Company’s stock price, its business, condensed combined financial position, results of operations, royalties, billings, or cash flows; subject the Company to significant liabilities; or require the Company to seek licenses from others. Furthermore, legal actions could cause an existing customer or strategic partner to cease making royalty or other payments to the Company, or to challenge the validity and enforceability of patents owned by the Company’s subsidiaries or the scope of license agreements with the Company’s subsidiaries, and could significantly damage the Company’s relationship with such customer or strategic partner and, as a result, prevent the adoption of the Company’s other technologies by such customer or strategic partner. Litigation could also severely disrupt or shut down the business operations of customers or strategic partners of the Company’s subsidiaries, which in turn would significantly harm ongoing relations with them and cause the Company to lose royalty revenue.

The costs associated with legal proceedings are typically high, relatively unpredictable, and not completely within the Company’s control. These costs may be materially higher than expected, which could adversely affect the Company’s operating results and lead to volatility in the price of its common stock. Whether or not determined in the Company’s favor or ultimately settled, litigation diverts managerial, technical, legal, and financial resources from the Company’s business operations.

NOTE 13 – RELATED PARTY TRANSACTIONS AND NET PARENT COMPANY INVESTMENT

The Condensed Combined Financial Statements have been prepared on a standalone basis and are derived from the consolidated financial statements and accounting records of Parent. The following disclosure summarizes activity between the Company and Parent, including the affiliates of Parent that are not part of the planned spin-off transaction.

Allocation of Corporate expenses

The Condensed Combined Financial Statements include expenses for certain management and support functions which are provided on a centralized basis within Parent, as described in Note 1 – The Company and Basis of Presentation. These management and support functions include, but are not limited to, executive management, sales and marketing, finance, legal, information technology, employee benefits administration, stock-based compensation, treasury, risk management, procurement and other shared services. These allocations were made on a direct usage basis when identifiable, with the remainder allocated on a pro rata basis of billing, revenue, headcount or other measures of the Company and Parent. The amount of these allocations from Parent was $15.8 million, which included $1.1 million for depreciation expenses and $14.7 million for selling, general and administrative for the three months ended June 30, 2022, and $17.0 million, which included $1.0 million for depreciation expenses and $16.0 million for selling, general and administrative for the three months ended June 30, 2021. The amount of these allocations from Parent was $30.7 million, which included $2.2 million for depreciation expenses and $28.5 million for selling, general and administrative for the six months ended June 30, 2022, and $32.1 million, which included $2.2 million for depreciation expenses and $29.9 million for selling, general and administrative for the six months ended June 30, 2021.

Management believes these cost allocations are a reasonable reflection of the utilization of services provided to, or the benefit derived by, the Company during the periods presented. The allocations may not, however, be indicative of the actual expenses that would have been incurred had the Company operated as a standalone public company. Actual costs that may have been incurred if the Company had been a standalone public company would depend on a number of factors, such as the chosen organizational structure, whether functions were outsourced or performed by Company’s employees, and strategic decisions made in areas such as selling, information technology and infrastructure.

F-71

Net Parent company investment

Net Parent company investment on the Condensed Combined Balance Sheets and Statements of Equity represents Parent’s historical investment in the Company, the net effect of transactions with and allocations from Parent and the Company’s accumulated earnings and deficit and cumulative effect adjustments from the adoption of new accounting standards.

NOTE 14 – SUBSEQUENT EVENTS

The Condensed Combined Financial Statements of the Company are derived from the Condensed Consolidated Financial Statements of Xperi Holding Corporation, which issued its condensed consolidated financial statements for the three and six months ended June 30, 2022 on August 8, 2022. Accordingly, the Company has evaluated transactions or other events for consideration as recognized subsequent events in the unaudited interim financial statements through August 26, 2022. Additionally, the Company has evaluated transactions and other events through the issuance of these Condensed Combined Financial Statements, August 26, 2022, for purposes of disclosure of unrecognized subsequent events.

On July 1, 2022, Xperi Holding Corporation completed the acquisition of Vewd Software Holdings Limited (“Vewd Acquisition”) for approximately $59 million of cash and $50 million of debt. Vewd is a leading global provider of over-the-top (“OTT”) and hybrid TV solutions.

The Company is currently evaluating the purchase price allocation following the consummation of the Vewd Acquisition. It is not practicable to disclose the preliminary purchase price allocation or supplemental unaudited pro forma financial information for this transaction, given the short period of time between the acquisition date and the issuance of the unaudited condensed combined financial statements. The operations acquired in the Vewd Acquisition will be included in Xperi Product.

The Xperi internal reorganization for the separation included moving the Xperi Product business within Tivo Product HoldCo LLC. On August 8, 2022, TiVo Product HoldCo LLC was converted into TiVo Product HoldCo Corporation, a Delaware corporation. On August 15, 2022, TiVo Product HoldCo Corporation was renamed Xperi Inc., which will be the parent company name for the product business of Xperi at the time of separation. Xperi Inc. is a direct, wholly owned subsidiary of Xperi.

F-72

EX-99.3

Exhibit 99.3

INDEX TO COMBINED FINANCIAL STATEMENTS

Combined Financial Statements	PAGE
Report of Independent Registered Public Accounting Firm		F-2
Combined Balance Sheet		F-3
Combined Statement of Operations		F-4
Combined Statement of Comprehensive Loss		F-5
Combined Statement of Equity		F-6
Combined Statement of Cash Flows		F-7
Notes to Combined Financial Statements		F-8

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of TiVo Corporation

Opinion on the Financial Statements

We have audited the accompanying combined balance sheet of TiVo Product HoldCo, Inc. (the Company), consisting of the Product Business of TiVo Corporation, as of December 31, 2019, the related combined statements of operations, comprehensive loss, equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “combined financial statements”). In our opinion, the combined financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and the results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2019.

Los Angeles, California

May 28, 2020

F-2

TiVo Product HoldCo, Inc.

The Product Business of TiVo Corporation

COMBINED BALANCE SHEET

(In thousands)

	December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	41,228
Accounts receivable, net		65,863
Inventory		3,197
Prepaid expenses and other current assets		13,808
Total current assets		124,096
Property and equipment, net		48,264
Intangible assets, net		253,518
Goodwill		145,643
Right-of-use assets		59,888
Other long-term assets		21,506
Total assets	$	652,915
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	91,436
Unearned revenue		32,942
Total current liabilities		124,378
Unearned revenue, less current portion		31,307
Deferred tax liabilities, net		9,532
Long-term lease liabilities		61,603
Other long-term liabilities		654
Total liabilities		227,474
Commitments and contingencies (Note 8)
Equity:
Parent company investment		429,117
Accumulated other comprehensive loss		(3,676	)
Total equity		425,441
Total liabilities and equity	$	652,915

The accompanying notes are an integral part of these Combined Financial Statements.

F-3

TiVo Product HoldCo, Inc.

The Product Business of TiVo Corporation

COMBINED STATEMENT OF OPERATIONS

(In thousands)

	Year Ended December 31,
	2019
Revenues, net:
Services and software	$	342,113
Hardware		8,868
Total Revenues, net		350,981
Costs and expenses:
Cost of services and software revenues, excluding depreciation and amortization of intangible assets		95,355
Cost of hardware revenues, excluding depreciation and amortization of intangible assets		15,268
Research and development		148,422
Selling, general and administrative		118,139
Depreciation		20,452
Amortization of intangible assets		42,008
Restructuring and asset impairment charges		7,282
Goodwill impairment		58,853
Total costs and expenses		505,779
Operating loss		(154,798	)
Other income, net		3,831
Loss before income taxes		(150,967	)
Income tax expense		9,056
Net loss	$	(160,023	)

The accompanying notes are an integral part of these Combined Financial Statements.

F-4

TiVo Product HoldCo, Inc.

The Product Business of TiVo Corporation

COMBINED STATEMENT OF COMPREHENSIVE LOSS

(In thousands)

	Year Ended December 31,
	2019
Net loss	$	(160,023	)
Other comprehensive loss, net of tax:
Change in foreign currency translation adjustment		(143	)
Other comprehensive loss, net of tax		(143	)
Comprehensive loss	$	(160,166	)

The accompanying notes are an integral part of these Combined Financial Statements.

F-5

TiVo Product HoldCo, Inc.

The Product Business of TiVo Corporation

COMBINED STATEMENT OF EQUITY

(In thousands)

	Parent company investment			Accumulated other comprehensive loss			Total equity
Balance as of December 31, 2018 (Restated)		517,298			(3,533	)		513,765
Net loss		(160,023	)					(160,023	)
Other comprehensive loss, net of tax		—			(143	)		(143	)
Net transfers from Parent		71,842						71,842
Balance as of December 31, 2019	$	429,117		$	(3,676	)	$	425,441

The accompanying notes are an integral part of these Combined Financial Statements.

F-6

TiVo Product HoldCo, Inc.

The Product Business of TiVo Corporation

COMBINED STATEMENT OF CASH FLOWS

(In thousands)

	Year Ended December 31,
	2019
Cash flows from operating activities:
Net loss	$	(160,023	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		20,452
Amortization of intangible assets		42,008
Restructuring and asset impairment charges		7,282
Goodwill impairment		58,853
Equity-based compensation		22,030
Deferred income taxes		(4,607	)
Other operating, net		(1,073	)
Changes in operating assets and liabilities:
Accounts receivable		11,330
Inventory		1,556
Prepaid expenses and other current assets and other long-term assets		841
Right-of-use asset, net of lease liabilities		(1,032	)
Accounts payable and accrued expenses and other long-term liabilities		(11,421	)
Unearned revenue		(8,418	)
Net cash used in operating activities		(22,222	)
Cash flows from investing activities:
Payments for purchase of property and equipment		(17,277	)
Net cash used in investing activities		(17,277	)
Cash flows from financing activities:
Net transfers from Parent		50,896
Net cash provided by financing activities		50,896
Effect of exchange rate changes on cash and cash equivalents		21
Net increase in cash and cash equivalents		11,418
Cash and cash equivalents at beginning of period		29,810
Cash and cash equivalents at end of period	$	41,228

The accompanying notes are an integral part of these Combined Financial Statements.

F-7

TiVo Product HoldCo, Inc.

The Product Business of TiVo Corporation

NOTES TO COMBINED FINANCIAL STATEMENTS

(1) Basis of Presentation and Summary of Significant Accounting Policies

Description of Business

On April 28, 2016, Rovi Corporation (“Rovi”) and TiVo Inc. (renamed TiVo Solutions Inc. (“TiVo Solutions”)) entered into an Agreement and Plan of Merger (the “Merger Agreement”) for Rovi to acquire TiVo Solutions in a cash and stock transaction (the “TiVo Acquisition”). Following consummation of the TiVo Acquisition on September 7, 2016 (the “TiVo Acquisition Date”), TiVo Corporation, a Delaware corporation founded in April 2016 as Titan Technologies Corporation and then a wholly owned subsidiary of Rovi, owns both Rovi and TiVo Solutions. The common stocks of Rovi and TiVo Solutions were de-registered after completion of the TiVo Acquisition.

On May 9, 2019, TiVo Corporation (“Parent” or “Pre-Merger TiVo”) announced that its Board of Directors unanimously approved a plan to separate into two independent publicly traded companies (the “TiVo Separation”): one comprising its intellectual property licensing business and one comprising its product businesses. The TiVo Separation was intended to take the form of a spin-off to Parent’s stockholders of 100% of the shares of its product-related businesses, which was to be renamed TiVo Product HoldCo, Inc. (the “TiVo Products” or the “Company”).

On December 18, 2019, the Company and Xperi Corporation (“Pre-Merger Xperi”) entered into an Agreement and Plan of Merger and Reorganization (the “Xperi Merger Agreement”), pursuant to which Pre-Merger TiVo and Pre-Merger Xperi have agreed, subject to the terms and conditions of the Xperi Merger Agreement, to affect an all-stock, merger of equals strategic combination of their respective businesses (the “Xperi Combination”). The board of directors of each of Pre-Merger TiVo and Pre-Merger Xperi have approved the Xperi Merger Agreement and the transactions contemplated thereby. The Xperi Combination is subject to certain customary approvals, including the approval of shareholders of Pre- Merger TiVo and Pre-Merger Xperi, and is expected to be completed by June 30, 2020.

TiVo Products is a global leader bringing entertainment together, making it easy to find, watch and enjoy. The Company provides a broad set of cloud-based services, embedded software solutions that aggregate online video, television programming, movies and music entertainment in a unified discovery experience. The Company’s solutions include device-embedded and cloud-based user experience (“UX”), including interactive program guides (“IPGs”), digital video recorders (“DVRs”), natural language voice and text search, cloud-based recommendations services and an extensive collection of entertainment metadata (i.e., descriptive information, promotional images or other content that describes or relates to television shows, videos, movies, sports, music, books, games or other entertainment content). The Company’s portfolio of products are available as both discrete component technologies for customers to integrate into their internally developed solutions or as part of completely integrated modular solutions. The Company’s integrated portfolio of software and cloud-based services provides an all-in-one approach for navigating a fragmented universe of content by seamlessly combining live, recorded, video-on-demand (“VOD”) and over-the-top (“OTT”) content into one intuitive user interface with simple universal search, discovery, viewing and recording making it easy for consumers to find, watch and enjoy entertainment when and where they want it. The Company also offers advanced media services and advertising solutions, including viewership data, sponsored discovery, audience insights and in-guide advertising, which enable advanced audience targeting for advertising through linear television, streamed content and other direct digital display and video platforms. Solutions are sold globally to cable, satellite and telecommunications pay TV service providers, virtual service providers, consumer electronics (“CE”) manufacturers, content and new media companies, advertisers and agencies. In North America, we also sell a suite of DVR and whole home media solutions and services directly and through retail to consumers.

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Basis of Presentation

These Combined Financial Statements were prepared in connection with the TiVo Separation and have been derived from the Consolidated Financial Statements and accounting records of Parent as if TiVo Product had operated on a standalone basis during the periods presented and were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).

The Combined Statements of Operations and Comprehensive Loss of the Company reflect allocations of general corporate expenses from Parent, including, but not limited to, executive management, finance, legal, information technology, employee benefits administration, treasury, risk management, procurement and other shared services. These allocations were made on a direct usage basis when identifiable, with the remainder allocated on the basis of revenue, expenses, headcount or other relevant measures. Management of the Company and Parent consider these allocations to be a reasonable reflection of the utilization of services by, or the benefits provided to, the Company. The allocations may not, however, reflect the expense the Company would have incurred as a standalone company for the periods presented. Actual costs that may have been incurred if the Company had been a standalone company would depend on a number of factors, including the chosen organizational structure, whether functions were outsourced or performed by employees and decisions with respect to areas such as facilities, information technology and operating infrastructure.

The Combined Balance Sheet of the Company includes Parent assets and liabilities that are specifically identifiable or otherwise attributable to the Company, including subsidiaries and affiliates in which Parent has a controlling financial interest. The Company is dependent on Parent for all of its working capital and financing requirements as Parent uses a centralized approach to cash management and financing its operations. Financial transactions relating to the Company are accounted for through the Parent company investment on the Combined Balance Sheet. Accordingly, none of Parent’s cash, cash equivalents or investments have been assigned to the Company, unless those balances were directly attributable to the Company. The Company reflects transfers of cash to and from Parent’s cash management system as a component of Parent company investment on the Combined Balance Sheet. Parent’s long-term debt has not been attributed to the Company because Parent’s borrowings are not the legal obligation of the Company.

Parent maintains various benefit and equity-based compensation plans at a corporate level. The Company’s employees participate in those programs and a portion of the cost of those plans is included in the Company’s Combined Financial Statements. However, the Company’s Combined Balance Sheet and Combined Statement of Equity do not include any benefit plan obligations or any equity related to equity-based compensation plans. See Note 10 for a description of the Parent’s equity-based compensation plans.

Principles of Combination

The Combined Financial Statements include the Company’s net assets and results of operations as described above. All intercompany transactions and accounts within the combined businesses of the Company have been eliminated.

Intercompany transactions between the Company and Parent are considered to be effectively settled in the Combined Financial Statements at the time the transaction is recorded. The net effect of the settlement of these intercompany transactions is reflected on the Combined Statement of Cash Flows within financing activities and on the Combined Balance Sheet within Parent company investment.

Parent Company Investment

Parent company investment on the Combined Balance Sheet and Combined Statement of Equity represents Parent’s historical investment in the Company, the net effect of transactions with and allocations from Parent, the Company’s accumulated deficit and cumulative effect adjustments from the adoption of new accounting standards. See Note 9 for further information about transactions between the Company and Parent.

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Use of Estimates

The preparation of the Combined Financial Statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and related disclosures as of the date of the financial statements and the results of operations for the reporting period. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, long-lived asset impairment, including goodwill and intangible assets, equity-based compensation and income taxes. Actual results may differ from those estimates.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When available, fair value measurements are based on quoted market prices. If quoted market prices are not available, fair value is measured based on models that consider relevant transaction characteristics (such as maturity and nonperformance risk) and may use observable or unobservable inputs. Various methodologies and assumptions are used in the measurement of fair value. The use of different methodologies or assumptions could result in a different estimate of fair value at the measurement date.

Foreign Currency Translation

The Company predominately uses the U.S dollar as its functional currency. Certain non-U.S. subsidiaries designate a local currency as their functional currency. The translation of assets and liabilities into U.S. dollars for subsidiaries with a functional currency other than the U.S. dollar is performed using exchange rates in effect at the balance sheet date. The translation of revenues and expenses into U.S. dollars for subsidiaries with a functional currency other than the U.S. dollar is performed using the average exchange rate for the period.

Concentrations of Risk

The Company participates in cash management, funding arrangements and risk management programs managed by Parent. The Company also maintains cash and cash equivalents with various financial institutions. These financial institutions are located in many different geographic regions, and the Company’s policy is designed to limit exposure from any particular institution. As part of its risk management processes, the Company performs periodic evaluations of the relative credit standing of these financial institutions. The Company has not sustained material credit losses from instruments held at these financial institutions.

The TiVo service is enabled using a DVR manufactured by a third party. The Company also relies on third parties for supply-chain activities related to inventory warehousing, order fulfillment, distribution and other direct sales logistics. The Company cannot be sure that these parties will perform their obligations as expected or that any revenue, cost savings or other benefits will be derived from the efforts of these parties. If any of these parties breaches or terminates their agreement with the Company or otherwise fails to perform their obligations in a timely manner, the Company may be delayed or prevented from commercializing its products and services.

Segment Reporting

Operating segments are defined as components of an enterprise for which separate financial information is available and that is evaluated on a regular basis by the chief operating decision-maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The CODM reviews financial information presented on a combined basis for purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has determined that it has one operating segment.

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Cash, Cash Equivalents and Investments

Highly liquid investments with original maturities at the date of acquisition of three months or less are considered cash equivalents. The majority of payments due from banks for third-party credit card, debit card and electronic benefit transactions (“EBT”) process within 24-72 hours, except for transactions occurring on a Friday, which are generally processed the following Monday. All credit card, debit card and EBT transactions that process in less than three days are classified as cash and cash equivalents. As of December 31, 2019, Cash and cash equivalents includes payments due from banks for these transactions of $0.9 million.

Investments in non-marketable equity securities are accounted for using either the equity method or the cost method and are included in Other long-term assets. Investments in entities over which the Company has the ability to exercise significant influence, but does not hold a controlling interest, are accounted for using the equity method. Under the equity method, the Company records its proportionate share of income or loss in Other income (expense), net in the Combined Statement of Operations. Investments in entities over which the Company does not have the ability to exercise significant influence are accounted for using the cost method. The Company monitors its non-marketable securities portfolio for potential impairment. When the carrying amount of an investment in a non-marketable security exceeds its fair value and the decline in fair value is determined to be other- than-temporary, an impairment loss equal to the difference between the investment’s carrying amount and fair value is recorded in Other income (expense), net in the Combined Statement of Operations.

Accounts Receivable

The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records a receivable when revenue is recognized prior to cash collection.

Payment terms and conditions vary by contract type, location of customer and the products or services offered, although terms generally require payment from a customer within 30 to 60 days. When the timing of revenue recognition differs from the timing of cash collection, an evaluation is performed to determine whether the contract includes a significant financing component. As the primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing products and services, significant financing components are generally not identified in the Company’s contracts with customers.

Allowance for Doubtful Accounts

The Company performs ongoing credit evaluations of its customers. The Company reviews its accounts receivable to identify potential collection issues. A specific allowance for doubtful accounts is recorded when warranted by specific customer circumstances, such as in the case of a bankruptcy filing, a deterioration in the customer’s operating results or financial position or the past due status of a receivable based on its contractual payment terms. If there are subsequent changes in circumstances related to the specific customer, adjustments to recoverability estimates are recorded. For accounts receivable not specifically assessed, an allowance for doubtful accounts is recorded based on historical loss experience and other currently available evidence. Accounts receivable deemed uncollectible are charged off when collection efforts have been exhausted.

Inventory

Inventories consist primarily of finished DVRs and accessories and are stated at the lower of cost or net realizable value on an aggregate basis. Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. Adjustments to reduce the carrying amount of inventory to the lower of cost or net realizable value are made, if required, for excess or obsolete goods, which includes a review of, among other factors, demand requirements and market conditions.

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Contract Assets

Contract assets primarily consist of revenue recognized in excess of the amount billed to the customer, limited to net realizable value and deferred engineering costs for significant software customization or modification and set-up services to the extent deemed recoverable. Contract assets for unbilled receivables are included in Accounts receivable, net in the Combined Balance Sheet.

Contract assets also include the incremental costs of obtaining a contract with a customer, principally sales commissions when the renewal commission is not commensurate with the initial commission. The incremental costs of obtaining a contract with a customer are recognized as an asset when the expected period of benefit is greater than one year. The incremental costs of obtaining a contract with a customer are amortized on a straight- line basis over a period of time commensurate with the period of benefit, generally three years, which considers the transfer of goods or services to which the assets relate, technological developments during the period of benefit, customer history and other factors. The period of benefit is generally the estimated life of the customer relationship if renewals are expected, and may exceed the contract term. Amortization of the capitalized incremental costs of obtaining a contract with a customer is included in Selling, general and administrative expenses in the Combined Statement of Operations.

Contract assets are classified as current or noncurrent in the Combined Balance Sheet based on when the asset is expected to be realized. Contract assets are subject to periodic impairment reviews.

Long-Lived Assets, including Property and Equipment and Finite-Lived Intangible Assets

Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization of property and equipment is recognized on a straight-line basis over the estimated useful lives of the respective assets. Computer equipment and software are depreciated over three years. Furniture and fixtures are depreciated over five years. Leasehold improvements are amortized over the shorter of the asset’s useful life or the remaining lease term.

Intangible assets with finite lives are amortized on a straight-line basis over the estimated economic life of the asset, which generally ranges from one to 17 years at the date of acquisition.

Long-lived assets, including property and equipment and intangible assets with finite lives, are assessed for potential impairment whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. Once a triggering event has been identified, the impairment test employed is based on whether the Company intends to continue to use the asset group or to hold the asset group for sale. For assets held for use, recoverability is assessed based on the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset group. If the undiscounted future cash flows are less than the carrying amount of an asset group, the asset group is impaired. The amount of impairment, if any, is measured as the difference between the carrying amount of the asset group and its fair value, which is generally estimated using an income approach. To the extent the carrying amount of each asset exceeds its fair value, the impairment is allocated to the finite-lived assets of the asset group on a pro rata basis using their relative carrying amounts.

Software Development Costs

Costs are capitalized to acquire or develop software subsequent to establishing technological feasibility for the software, which is generally on completion of a working prototype that has been certified as having no critical bugs and is a release candidate or when an alternative future use exists. Capitalized software development costs are amortized using the greater of the amortization on a straight-line basis or the ratio that current gross revenues for a product bear to the total current and anticipated future gross revenues for that product. The estimated useful life for capitalized software development costs is generally five years or less. To date, software development costs incurred between completion of a working prototype and general availability of the related product have not been material.

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Indefinite-Lived Intangible Assets and Goodwill

Indefinite-lived intangible assets and Goodwill are evaluated for potential impairment annually, as of the beginning of the fourth quarter, and whenever events or changes in circumstances indicate its carrying amount may not be recoverable. The recoverability of goodwill is assessed at the reporting unit level, which is either the operating segment or one level below. The Company’s one reporting unit, the Product reporting unit, is consistent with its reportable segment.

Qualitative factors are first assessed to determine whether events or changes in circumstances indicate it is more-likely-than-not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying amount. If, based on the qualitative assessment, it is considered more-likely-than-not that the fair value of a reporting unit or an indefinite-lived intangible asset is less than its carrying amount, then a quantitative impairment test is performed.

In the quantitative impairment test for indefinite-lived intangible assets, fair value is compared to the carrying amount of the indefinite-lived intangible asset. When required to estimate the fair value of an indefinite-lived intangible asset, an income approach, such as a relief-from-royalty technique, is used. Estimating the fair value of an indefinite-lived intangible asset considers the amount and timing of the future cash flows associated with the asset, the expected long-term growth rate, assumed royalty rates, income tax rates and economic and market conditions, as well as risk-adjusted discount rates. If the fair value of an indefinite-lived intangible asset exceeds its carrying amount, the indefinite-lived intangible asset is not impaired. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss equal to the difference is recognized.

In the quantitative impairment test for goodwill, the fair value of each reporting unit is compared to its carrying amount. In 2019, the fair value of the Product reporting unit was estimated using an income approach.

Under the income approach, the fair value of a reporting unit is estimated based on the present value of future cash flows and considers projected revenue growth rates, future operating margins, income tax rates and economic and market conditions, as well as risk-adjusted discount rates. The carrying amount of a reporting unit is determined by assigning assets and liabilities, including goodwill and intangible assets, to the reporting unit. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not impaired. If the fair value of a reporting unit is less than its carrying amount, an impairment loss equal to the difference is recognized.

Right-of-Use Assets and Lease Liabilities

At inception of an agreement, the agreement is reviewed to determine if it is or contains a lease. If an agreement is or contains a lease, the Company recognizes a Right-of-use asset, representing the right to use an underlying asset for the lease term, and a Lease liability, representing the obligation to make lease payments arising from a lease.

Right-of-use assets and Lease liabilities are measured based on the present value of the lease payments over the lease term. The lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The present value of future lease payments is calculated utilizing the discount rate implicit in the lease. If the discount rate implicit in the lease is not readily determinable, the present value of future lease payments is calculated utilizing the Company’s incremental borrowing rate. Right-of-use assets and Lease liabilities are subject to adjustment in the event of modifications to lease terms, changes in the probability that an option to extend or terminate a lease would be exercised and other factors. In addition, Right-of-use assets are periodically reviewed for impairment.

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Certain of the Company’s lease agreements require variable payments, such as inflation-indexed measures. When a lease requires an indexed payment, Right-of-use assets and Lease liabilities are measured based on the variable rate in effect at the measurement date. All other variable fees, such as increases in lessor operating costs and usage-based fees, are excluded from the calculation of the Right-of-use assets and Lease liabilities and are expensed as incurred.

The Company has lease agreements that contain both lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) and non-lease components (e.g., common-area maintenance costs). The Company applies a practical expedient to combine lease components and non-lease components into a single lease component for recognition and measurement purposes.

Lease expense includes amortization of the Right-of-use assets and accretion of the Lease liabilities. Amortization of the Right-of-use assets is calculated as the periodic lease cost less accretion of the lease liability. The amortization period for Right-of-use assets is limited to the expected lease term. For operating leases, lease expense is recognized in the Combined Statement of Operations as an operating expense over the lease term on a straight-line basis. For financing leases, amortization of the Right-of-use asset is recognized as an operating expense in the Combined Statement of Operations over the lease term separately from accretion of the Lease liability.

The Company applies a practical expedient to not measure or recognize Right-of-use assets or Lease liabilities for leases with a lease term of 12 months or less and lease expense for these leases is recognized as incurred.

Contract Liabilities, including Unearned Revenue

Contract liabilities are mainly comprised of unearned revenue related to consumer lifetime subscriptions to the TiVo service and cloud-based services and other offerings for which the Company is paid in advance of when control of the good or service is transferred to the customer. Unearned revenue also includes amounts related to professional services to be performed in the future. Unearned revenue arises when cash payments are received or due, including amounts which are refundable, in advance of performance. Contract liabilities exclude amounts expected to be refunded. Payment terms and conditions vary by contract type, location of customer and the products or services offered. For certain products or services and customer types, payment before the products or services are delivered to the customer is required.

Income Taxes

The Company’s operations have historically been included in the tax returns filed by the respective Parent entities of which the Company’s businesses are a part. Income tax expense and other income tax-related information contained in these Combined Financial Statements are presented on a separate return basis as if the Company filed its own tax returns. The separate return method applies the accounting guidance for income taxes to the Company’s standalone financial statements as if it were a separate taxpayer and a standalone enterprise for the periods presented. Current income tax liabilities related to entities which file jointly with Parent are assumed to be immediately settled with Parent and are relieved through the Parent company investment and are presented in Net transfers from Parent in the Combined Statement of Cash Flows.

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of assets and liabilities and their respective tax bases and operating loss and tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable to the years in which those temporary differences are expected to reverse. A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized.

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From time to time, the Company engages in transactions in which the tax consequences may be subject to uncertainty. Significant judgment is required in assessing and estimating the tax consequences of these transactions. Accruals for unrecognized tax benefit liabilities, which represent the difference between a tax position taken or expected to be taken in a tax return and the benefit recognized for financial reporting purposes, are recorded when the Company believes it is not more-likely-than-not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Adjustments to unrecognized tax benefits are recognized when facts and circumstances change, such as the closing of a tax audit, notice of an assessment by a taxing authority or the refinement of an estimate. Income tax expense (benefit) includes the effects of adjustments to unrecognized tax benefits, as well as any related interest and penalties.

Revenue Recognition

General

Revenue is recognized when control of the promised goods or services is transferred to a customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services, which may include various combinations of goods and services which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of taxes collected from customers which are subsequently remitted to governmental authorities.

Depending on the terms of the contract, a portion of the consideration received may be deferred because of a requirement to satisfy a future obligation. Stand-alone selling price for separate performance obligations is based on observable prices charged to customers for goods or services sold separately or the cost-plus-a-margin approach when observable prices are not available, considering overall pricing objectives.

Arrangements with Multiple Performance Obligations

Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the individual performance obligations are separately accounted for if they are distinct. In an arrangement with multiple performance obligations, the transaction price is allocated among the separate performance obligations on a relative stand-alone selling price basis. The determination of stand-alone selling price considers market conditions, the size and scope of the contract, customer and geographic information, and other factors. The allocation of transaction price among performance obligations in a contract may impact the amount and timing of revenue recognized in the Combined Statement of Operations during a given period.

Contract Modifications

Contracts may be modified due to changes in contract specifications or customer requirements. Contract modifications occur when the change in terms either creates new enforceable rights and obligations or changes existing enforceable rights and obligations. The effect of a contract modification for goods and services that are not distinct in the context of the contract on the transaction price is recognized as an adjustment to revenue on a cumulative catch-up basis. Contract modifications that result in goods or services that are distinct from the existing goods or services are accounted for as separate contracts if they are sold at their stand-alone selling price, or otherwise prospectively.

Variable Consideration

When a contract with a customer includes a variable transaction price, an estimate of the consideration to which the Company expects to be entitled to for transferring the promised goods or services is made at contract inception. Depending on the terms of the contract, variable consideration is estimated using either the expected value approach or the most likely value approach. Under either approach to estimating variable consideration, the estimate considers all information (historical, current and forecast) that is reasonably available at contract inception. The amount of variable consideration is estimated at contract inception and updated as additional information becomes available. The estimate of variable consideration is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Subsequent changes in the transaction price

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resulting from changes in the estimate of variable consideration are allocated to the performance obligations in the contract on the same basis as at contract inception. Certain payments to retailers and distributors, such as market development funds and revenue shares, are treated as a reduction of the transaction price, and therefore revenue, rather than Selling, general and administrative expense.

When variable consideration is in the form of a sales-based or usage-based royalty in exchange for a license of intellectual property, or when a license of intellectual property is the predominant item to which the variable consideration relates, revenue is recognized at the later of when the subsequent sale or usage occurs or the performance obligation to which some or all of the sales-based or usage-based royalty has been allocated has been satisfied or partially satisfied.

Significant Judgments

Determining whether promises to transfer multiple goods and services in contracts with customers are considered distinct performance obligations that should be accounted for separately requires significant judgment, including related to the level of integration and interdependency between the performance obligations. In addition, judgment is necessary to allocate the transaction price to the distinct performance obligations, including whether there is a discount or significant financing component to be allocated based on the relative stand-alone selling price of the various performance obligations.

Significant judgment is required to determine the stand-alone selling price for each distinct performance obligation when an observable price is not available. In instances where stand-alone selling price is not directly observable, such as when the Company does not sell the good or service separately, the stand-alone selling price is determined using a range of inputs that includes market conditions and other observable inputs. More than one stand-alone selling price may exist for individual goods and services due to the stratification of those goods and services, considering attributes such as the size of the customer and geographic region.

Due to the nature of the work required to be performed on some performance obligations, significant judgment may be required to determine the transaction price. It is common for the Company’s agreements to contain provisions that can either increase or decrease the transaction price. These variable amounts are generally estimated based on usage. In addition to estimating variable consideration, significant judgment is necessary to identify forms of variable consideration, determine whether the variable consideration relates to a sales-based or usage-based royalty of intellectual property and determine whether and when to include estimates of variable consideration in the transaction price.

Some hardware products are sold with a right of return and in other circumstances, other credits or incentives may be provided such as consideration (sales incentives) given to customers or resellers, which are accounted for as variable consideration and recognized as a reduction to the revenue recognized. Estimates of returns, credits and incentives are made at contract inception and updated each reporting period.

In contracts where the Company does not host the TiVo service and that include engineering services that are essential to the functionality of the licensed technology or involve significant customization or modification of software, the Company recognizes revenue as progress toward completion occurs using an input method based on the ratio of costs incurred to date to total estimated costs of the project. Significant judgment is required to estimate the remaining effort to complete the project. These estimates are reassessed throughout the term of the arrangement.

On an ongoing basis, management evaluates its estimates, inputs and assumptions related to revenue recognition. Using different estimates, inputs or assumptions may materially affect the reported amounts of assets and liabilities as of the date of the financial statements and the results of operations for the reporting period.

Nature of Goods and Services

The following is a discussion of the principal activities from which the Company generates its revenue.

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Arrangements with Multiple System Operators for the TiVo Service

The Company’s arrangements with multiple system operators (“MSOs”) typically include software customization and set-up services, associated maintenance and support, limited training, post-contract support, TiVo-enabled DVRs, non-DVR set-top-boxes and the TiVo service.

The Company has two types of arrangements with MSOs that include technology deployment and engineering services. In instances where the Company hosts the TiVo service, non-refundable payments received for customization and set-up services are deferred and recognized as revenue ratably over the hosting term. The related cost of such services is capitalized to the extent it is deemed recoverable and amortized to cost of revenues over the same period as the related TiVo service revenue is recognized. The Company estimates the stand-alone selling prices for training, DVRs, non-DVR set-top-boxes and maintenance and support based on the price charged in stand-alone sales of the promised good or service. The stand-alone selling price for the TiVo service is determined considering the size of the MSO and expected volume of deployment, market conditions, competitive landscape, internal costs and total gross margin objectives. For a term license to the TiVo service, the Company receives license fees for the hosted TiVo service on either a per-subscriber per-month basis or a fixed fee. The Company recognizes revenue from per-subscriber per-month licenses during the month the TiVo service is provided to the customer and recognizes revenue from fixed fee licenses ratably over the license period.

In arrangements where the Company does not host the TiVo service and that include engineering services that are essential to the functionality of the licensed technology or involve significant customization or modification of the software, the Company recognizes revenue as progress toward completion is made using an input method based on the ratio of costs incurred to date to total estimated costs of the project. Project costs are primarily labor related to the specific activities required for the project. Costs related to general infrastructure or uncommitted platform development are not included in the project cost estimates and are expensed as incurred. Estimating project costs requires forecasting costs, tracking progress toward completion and projecting the remaining effort to complete the project. These estimates are reassessed throughout the term of the arrangement, and revisions to estimates are recognized on a cumulative catch-up basis when the changed conditions become known. Provisions for losses are recorded when estimates indicate it is probable that a loss will be incurred for the contract. The Company generally recognizes revenue from license fees for the TiVo service that it does not host on a per-subscriber per-month basis due to the recognition constraint on intellectual property usage-based royalties.

Subscription Services

Subscription services revenue primarily consists of fees to provide customers with access to one or more of the Company’s hosted products such as its iGuide IPG, advanced search and recommendations, metadata and analytics products, including routine customer support. The Company generally receives per-subscriber per-month fees for its iGuide IPG and search and recommendations service and revenue is recorded in the month the customer uses the service. The Company generally receives a monthly or quarterly fee from its metadata or analytics licenses for the right to use the metadata or access its analytics platform and to receive regular updates. Revenue from the Company’s metadata and analytics service is recognized ratably over the subscription period.

Passport Software

The Company licenses its Passport IPG software to pay TV providers in North and South America. The Company generally receives per-subscriber per-month fees for licenses to its Passport IPG software and support. Due to the usage-based royalty provisions of the revenue recognition guidance, revenue is generally recognized in the month the customer uses the software.

Advertising

The Company generates advertising revenue through its IPGs. Advertising revenue is recognized when the related advertisement is provided. Advertising revenue is recorded net of agency commissions and revenue shares with service providers and CE manufacturers.

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TiVo-enabled DVRs and TiVo Service

The Company sells TiVo-enabled DVRs and the related service directly to customers through sales programs via the TiVo.com website and licenses the sale of TiVo-enabled DVRs through a limited number of retailers. For hardware sales through the TiVo.com website, the customer purchases a DVR and commits to either a minimum subscription period of one year or for the lifetime of the DVR. Customers who purchase a DVR from TiVo.com have the right to return the DVR within 30 days of purchase for a full refund. For licensed sales of TiVo-enabled DVRs through retailers, the customer commits to either a minimum subscription period of one year or for the lifetime of the DVR. All customers have the right to cancel their subscription to the TiVo service within 30 days of subscription activation for a full refund. After the initial minimum subscription period, customers have various renewal service plans available.

The stand-alone selling price for the TiVo service is established based on stand-alone sales of the service and varies by the length of the service period. The stand-alone selling price of the DVR is determined based on the price for which the Company would sell the DVR without any service commitment from the customer.

The transaction price allocated to the DVR is recognized as revenue on delivery and the transaction price allocated to the TiVo service is recognized as revenue ratably over the service period. Subscription revenues from lifetime subscriptions are recognized ratably over the estimated useful life of the DVR associated with the subscription. The estimated useful life for a DVR depends on a number of assumptions, including, but not limited to, customer retention rates, the timing of new product introductions and historical experience. The Company periodically reassesses the estimated useful life of a DVR. When the actual useful life of the DVR materially differs from the Company’s estimate, the estimated useful life of the DVR is adjusted, which could result in the recognition of revenue over a longer or shorter period of time.

Shipping and handling costs associated with outbound freight after control of a DVR has transferred to a customer are accounted for as a fulfillment cost and are included in Cost of hardware revenues, excluding depreciation and amortization of intangible assets as incurred.

Warranty

The Company accrues for the expected material and labor costs required to provide warranty services on its hardware products. The Company’s warranty accrual is estimated based on the total volume of units sold, the term of the warranty period, expected failure rates and the estimated cost to replace or repair the defective unit.

Research and Development

Research and development costs are expensed as incurred.

Advertising Costs

Advertising costs are expensed as incurred and are presented within Selling, general and administrative expense in the Combined Statement of Operations. Advertising expenses for the year ended December 31, 2019, were $5.5 million.

Restructuring

Management approved restructuring plans can include employee severance and benefit costs to terminate a specified number of employees, including the acceleration of vesting in equity-based compensation awards, infrastructure charges to vacate facilities and consolidate operations and contract cancellation costs. Employee severance and benefit costs are accrued under these actions when it is probable that benefits will be paid and the amount is reasonably estimable.

F-18

Equity-Based Compensation

The Company’s employees have historically participated in Parent’s equity-based compensation plans. Equity-based compensation expense has been allocated to the Company based on the awards and terms previously granted to the Company’s direct employees, as well as an allocation of Parent’s corporate and shared functional employee expenses.

Equity-based compensation costs are estimated based on the grant date fair value of the award. Equity-based compensation cost is recognized for those awards expected to meet the service or performance vesting conditions on a straight-line basis over the requisite service period of the award. Equity-based compensation is estimated based on the aggregate grant for service-based awards and at the individual vesting tranche for awards with performance or market conditions. Forfeiture estimates are based on Parent’s historical experience.

Recent Accounting Pronouncements

In February 2016, the FASB issued a new accounting standard for leases. The new lease accounting standard generally requires the recognition of operating and financing lease liabilities and corresponding right-of-use assets on the statement of financial position. The Company adopted the provisions of the new lease accounting standard on January 1, 2019 using the modified retrospective transition approach and certain practical expedients as described in Note 8. On adoption, the Company recognized the present value of its existing minimum lease payments as a $66.7 million Right-of-use asset and an $81.9 million Lease liability. The difference between the Right-of-use asset and the Lease liability on adoption primarily arises from previously recorded deferred rent, which was effectively reclassified to the Right-of-use asset on adoption. As a result, there was no impact on Parent company investment.

In March 2017, the FASB shortened the amortization period for certain investments in callable debt securities held at a premium to the earliest call date. Application of the shortened amortization period was effective for the Company beginning on January 1, 2019 on a modified retrospective basis. The application of the shortened amortization period did not have an effect on the Company’s Combined Financial Statements.

In February 2018, the FASB issued guidance on the reclassification of certain income tax effects from accumulated other comprehensive income resulting from the Tax Cuts and Jobs Act of 2017 (the “Tax Act of 2017”). Application of the reclassification guidance was effective for the Company beginning on January 1, 2019. On adoption, the Company made an accounting policy election to use the specific identification method to release income tax effects from Accumulated other comprehensive loss. The Company also made an accounting policy election not to reclassify the stranded tax effects of the Tax Act of 2017 from Accumulated other comprehensive loss to Parent company investment. The application of the reclassification guidance did not have a material effect on the Company’s Combined Financial Statements.

F-19

Standards Pending Adoption

In August 2018, the FASB modified the requirements for capitalizing costs incurred to implement a hosting arrangement that is a service contract. The modified requirements were intended to align the cost capitalization requirements for hosting arrangements with the cost capitalization requirements for internal-use software. The Company adopted the modified requirements on January 1, 2020 using the retrospective transition approach. On adoption, the Company reclassified $0.5 million of net capitalized costs that were incurred to implement a hosting arrangement from Property and equipment, net to Other assets.

In June 2016, the FASB issued updated guidance that requires entities to use a current expected credit loss model to measure credit-related impairments for financial instruments held at amortized cost. The current expected credit loss model is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect collectability. Current expected credit losses, and subsequent adjustments, represent an estimate of lifetime expected credit losses that are recorded as an allowance deducted from the amortized cost of the financial instrument. The updated guidance also amends the other-than-temporary impairment model for available-for-sale debt securities by requiring the recognition of impairments for credit-related losses through an allowance and eliminating the length of time a security has been in an unrealized loss position as a consideration in the determination of whether a credit loss exists. The

F-20

Company adopted the amended credit loss guidance on January 1, 2020 using the modified retrospective transition approach. On adoption, the Company recognized a cumulative effect adjustment, net of tax effects, that increased both the Parent company investment and the allowance for credit losses by $0.6 million, primarily related to establishing an allowance for credit losses on contract assets for which revenue has been recognized in excess of the amount billed to the customer.

In December 2019, the FASB issued guidance to simplify the accounting for income taxes by removing certain exceptions to general principles, clarifying requirements and including amendments to improve consistent application of the guidance. The guidance specifically removes the exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items, such as discontinued operations or other comprehensive income. The guidance also requires an entity to recognize a franchise tax that is partially based on income as an income-based tax and to account for any other amounts incurred as a non-income-based tax. The guidance is effective for the Company beginning on January 1, 2021 using a prospective approach. Early adoption is permitted. The Company is evaluating the effect of application on its Combined Financial Statements.

(2) Financial Statement Details

Inventory

Components of Inventory were as follows (in thousands):

	December 31, 2019
Raw materials	$	133
Finished goods		3,064
Inventory	$	3,197

Property and Equipment, Net

Components of Property and equipment, net were as follows (in thousands):

	December 31, 2019
Computer software and equipment	$	160,771
Leasehold improvements		46,383
Furniture and fixtures		10,054
Property and equipment, gross		217,208
Less: Accumulated depreciation and amortization		(168,944	)
Property and equipment, net	$	48,264

Property and equipment, net by geographic area was as follows (in thousands):

	December 31, 2019
United States	$	41,125
Rest of the world		7,139
Property and equipment, net	$	48,264

As of December 31, 2019 and 2018, India accounted for 9% of Property and equipment, net.

F-21

Investments

As of December 31, 2019, Other long-term assets include non-marketable securities accounted for under the equity method with a carrying amount of $3.7 million, and equity securities without a readily determinable fair value with a carrying amount of $0.3 million. The carrying amount of the Company’s equity securities without a readily determinable fair value is measured as cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical, or a similar, security of the same issuer. During the year ended December 31, 2019, the Company realized a gain from the sale of equity securities without a readily determinable fair value of $2.0 million. No impairments or adjustments to the carrying amount of the Company’s equity securities without a readily determinable fair value were recognized in the year ended December 31, 2019.

Accounts Payable and Accrued Expenses

Components of Accounts payable and accrued expenses were as follows (in thousands):

	December 31, 2019
Accounts payable	$	9,960
Accrued compensation and benefits		40,145
Other accrued liabilities		41,331
Accounts payable and accrued expenses	$	91,436

Other Income, Net

Components of Other income, net were as follows (in thousands):

	Year Ended December 31, 2019
Foreign currency loss	$	(1,252	)
Equity method income		1,572
Other income, net		3,511
Other income, net	$	3,831

Supplemental Cash Flow Information (in thousands):

	Year Ended December 31, 2019
Cash paid during the period for:
Income taxes, net of refunds	$	1,410

(3) Revenues

Revenue Details

The following information depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors by disaggregating revenue by product offering, significant customer, contract-type and geographic area.

Revenue by product offering was as follows (in thousands):

	Year Ended December 31, 2019
Platform Solutions	$	267,441
Software and Services		80,443
Other		3,097
Total Revenues, net	$	350,981

For the year ended December 31, 2019, no customer accounted for more than 10% of Total Revenues, net.

F-22

The pattern of revenue recognition was as follows (in thousands):

	Year Ended December 31, 2019
Goods and services transferred at a point in time	$	73,948
Goods and services transferred over time		277,033
Total Revenues, net	$	350,981

Revenue by geographic area was as follows (in thousands):

	Year Ended December 31, 2019
United States	$	216,364
United Kingdom		17,937
Rest of the world		116,680
Total Revenues, net	$	350,981

Revenue by geographic area is predominately based on the end user’s location. Other than the U.S., no country accounted for more than 10% of Total Revenues, net for the year ended December 31, 2019.

Accounts Receivable, Net

Components of Accounts receivable, net were as follows (in thousands):

	December 31, 2019
Accounts receivable, gross	$	67,079
Less: Allowance for doubtful accounts		(1,216	)
Accounts receivable, net	$	65,863

As of December 31, 2019, no customers represented more than 10% of Accounts receivable, net.

Allowance for Doubtful Accounts

Changes in the Allowance for Doubtful Accounts were as follows (in thousands):

	Year Ended December 31, 2019
Balance at beginning of period	$	(2,223	)
Provision for bad debt		(595	)
Deductions and write-offs, net		1,602
Balance at end of period	$	(1,216	)

F-23

Contract Balances

Contract assets primarily consist of revenue recognized in excess of the amount billed to the customer, limited to net realizable value and deferred engineering costs for significant software customization or modification and set-up services to the extent deemed recoverable. Substantially all unbilled amounts are expected to be invoiced to the customer within the next 12 months. Following adoption of the amended revenue recognition guidance, contract assets also include the incremental costs of obtaining a contract with a customer, principally sales commissions when the renewal commission is not commensurate with the initial commission.

Contract assets were as follows (in thousands):

	December 31, 2019
Accounts receivable, net	$	15,799
Prepaid expenses and other current assets		2,444
Other long-term assets		11,356
Total contract assets, net	$	29,599

No impairment losses were recognized with respect to contract assets for the year ended December 31, 2019.

Contract liabilities are mainly comprised of unearned revenue related to consumer lifetime subscriptions for the TiVo service, multi-period licensing or cloud-based services and other offerings for which the Company is paid in advance of when control of the promised good or service is transferred to the customer. Unearned revenue also includes amounts related to professional services to be performed in the future. For the year ended December 31, 2019, the Company recognized $32.4 million of revenue that had been included in Unearned revenue as of December 31, 2018.

As of December 31, 2019, approximately $101.7 million of revenue is expected to be recognized from unsatisfied performance obligations that are primarily related to software-as-a-service agreements, which is expected to be recognized as follows: 56% in 2020, 22% in 2021, 12% in 2022, 7% in 2023, 2% in 2024, and 1% thereafter.

(4) Fair Value Measurements

Fair Value Hierarchy

The Company uses valuation techniques that are based on observable and unobservable inputs to measure fair value. Observable inputs are developed using publicly available information and reflect the assumptions market participants would use, while unobservable inputs are developed using the best information available about the assumptions market participants would use. Fair value measurements are classified in a hierarchy that gives the highest priority to observable inputs and the lowest priority to unobservable inputs. Assets and liabilities are classified in a fair value hierarchy based on the lowest level input that is significant to the fair value measurement in its entirety:

• Level 1. Quoted prices in active markets for identical assets or liabilities.

• Level 2. Inputs other than Level 1 inputs that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or market-corroborated inputs.

• Level 3. Unobservable inputs for the asset or liability.

The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. For the year ended December 31, 2019, there were no transfers between levels of the fair value hierarchy.

F-24

Valuation Techniques - Recurring Measurements

The fair value of contingent consideration liabilities related to acquisitions is estimated utilizing a probability-weighted discounted cash flow analysis based on the terms of the underlying purchase agreement. The significant unobservable inputs used in estimating the fair value of the contingent consideration liability include financial performance scenarios, the probability of achieving those scenarios and the risk-adjusted discount rate.

Nonrecurring Fair Value Measurements

As part of the goodwill impairment test performed for the year ended December 31, 2019, the Product reporting unit was measured at fair value, resulting in a Goodwill impairment charge of $58.9 million. The unobservable inputs used to estimate the fair value of the Product reporting unit include projected revenue growth rates, future operating margins and risk-adjusted discount rates, and, accordingly, these measurements would be classified in Level 3 of the fair value hierarchy. The Goodwill impairment charge and the valuation techniques used to estimate reporting unit fair value are more fully described in Note 1 and Note 5.

F-25

(5) Intangible Assets, Net and Goodwill

Intangible Assets, Net

Intangible assets, net consisted of the following (in thousands):

	December 31, 2019
	Weighted-Average Remaining Useful Life		Gross		Accumulated Amortization			Net
Finite-lived intangible assets
Developed technology		2.6 years	$	158,757	$	(109,964	)	$	48,793
Existing contracts and customer relationships		12.3 years		300,695		(114,148	)		186,547
Content databases and other		3.4 years		54,355		(50,177	)		4,178
Trademarks / Tradenames		N/A		8,300		(8,300	)		—
Total finite-lived intangible assets				522,107		(282,589	)		239,518
Indefinite-lived intangible assets
TiVo Tradename		N/A		14,000		—			14,000
Total intangible assets			$	536,107	$	(282,589	)	$	253,518

Estimated Amortization of Finite-Lived Intangible Assets

As of December 31, 2019, estimated amortization expense for finite-lived intangible assets was as follows (in thousands):

2020	$	41,476
2021		38,124
2022		30,275
2023		13,402
2024		12,000
Thereafter		104,241
Total	$	239,518

F-26

Goodwill

Goodwill and changes in the carrying amount of goodwill were as follows (in thousands):

December 31, 2018	$	204,453
Impairment		(58,853	)
Foreign currency translation		43
December 31, 2019	$	145,643

Goodwill is evaluated for potential impairment annually, as of the beginning of the fourth quarter, and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. The process of evaluating goodwill for potential impairment is subjective and requires significant estimates, assumptions and judgments particularly related to the identification of reporting units and estimating the fair value of a reporting unit.

Following the Company’s announcement of the Xperi Combination in December 2019, management concluded sufficient indicators of potential impairment were identified and that it was more-likely-than-not that goodwill was impaired and that a quantitative impairment test should be performed as of December 31, 2019 for the Product reporting unit. Although the long-range forecasts for the Product reporting unit did not materially change from those used in performing the quantitative impairment test as of September 30, 2019, the fair value decreased. The decrease in fair value was primarily due to the elimination of an assumed control premium from the fair value estimate following execution of the Xperi Merger Agreement. Based on this decline in fair value, a Goodwill impairment charge of $25.2 million was recognized during the three months ended December 31, 2019.

During September 2019, sufficient indicators of potential impairment were identified that management concluded it was more-likely-than-not that goodwill was impaired and a quantitative interim goodwill impairment test should be performed as of September 30, 2019. Indicators of potential impairment included a significant and sustained decline in the trading price of TiVo Corporation’s common stock, as well as lower-than-previously forecast revenue and profitability levels and downward revisions to management’s short- and long-term forecasts. The forecast revisions were identified as part of TiVo Corporation’s 2020 budgeting process and reflect lower expectations for its Platform Solutions products, including changes in both the market and business models internationally. The changes in such expectations related to revenue growth rates, current market trends, business mix, cost structure and other expectations about the anticipated short- and long-term operating results. As a result of the quantitative interim goodwill impairment test performed as of September 30, 2019, a Goodwill impairment charge of $33.7 million was recognized.

F-27

Prior to completing the quantitative interim goodwill impairment test, TiVo Corporation tested the recoverability of long-lived assets other than goodwill and concluded that such assets were not impaired.

(6) Restructuring and Asset Impairment Charges

Restructuring charges of $7.3 million were recorded by the Company during the year ended December 31, 2019, based on restructuring activities impacting the Company’s employees and infrastructure, as well as an allocation of restructuring charges related to Parent’s corporate and shared functional employees and infrastructure. Allocated restructuring charges related to Parent’s corporate and shared functional employees and infrastructure were $0.5 million during the year ended December 31, 2019.

Components of Restructuring and asset impairment charges were as follows (in thousands):

	Year Ended December 31,
	2019
Facility-related costs	$	(180	)
Severance costs		6,373
Share-based payments		119
Contract termination costs and other		9
Asset impairment		961
Restructuring and asset impairment charges	$	7,282

Accrued restructuring costs of $2.2 million for the year ended December 31, 2019 consisted of severance costs. The Company expects a substantial portion of the accrued restructuring costs to be paid by the end of 2020.

2019 Transformation Plan

In connection with the May 2019 announcement of the TiVo Separation, the Company initiated certain activities to transform its business operations (the “2019 Transformation Plan”). As a result of the 2019 Transformation Plan, the Company is reducing headcount, moving certain positions to lower cost locations, rationalizing facilities and legal entities and terminating certain leases and other contracts. Restructuring activities related to the 2019 Transformation Plan for the year ended December 31, 2019 were as follows (in thousands):

	Balance at Beginning of Period		Restructuring Expense		Cash Settlements			Non-Cash Settlements			Parent Company Investment		Other			Balance at End of Period
Severance costs	$	—	$	1,709	$	(1,803	)	$	—		$	602	$	(3	)	$	505
Share-based payments		—		119		—			(375	)		256		—			—
Other		—		9		(9	)		—			—		—			—
Total	$	—	$	1,837	$	(1,812	)	$	(375	)	$	858	$	(3	)	$	505

F-28

The process of completing the TiVo Separation and the Xperi Combination has been, and is expected to continue to be, time-consuming and involve significant costs and expenses. In addition to the restructuring costs associated with the 2019 Transformation Plan, the Company also recorded costs that do not qualify as restructuring expense related to the TiVo Separation and the Xperi Combination of $2.8 million during the year ended December 31, 2019. These costs are primarily Selling, general and administrative costs and consist of employee-related costs, costs to establish certain stand-alone functions and information technology systems and other one-time transaction-related costs directly associated with the TiVo Separation or the Xperi Combination.

Profit Improvement Plan

In February 2018, Parent announced its intention to explore strategic alternatives. In connection with exploring strategic alternatives, Parent initiated certain cost saving actions (the “Profit Improvement Plan”). As a result of the Profit Improvement Plan, the Company moved certain positions to lower cost locations, eliminated layers of management and rationalized facilities resulting in severance costs and the termination of certain leases and other contracts. Restructuring activities related to the Profit Improvement Plan were as follows (in thousands):

	December 31, 2019
	Balance at Beginning of Period		Restructuring Expense			Cash Settlements			Non-Cash Settlements			Parent Company Investment			Other			Balance at End of Period
Facility-related costs	$	—	$	(180	)	$	(21	)	$	201		$	—		$	—		$	—
Severance costs		3,857		4,664			(6,619	)		—			(344	)		(36	)		1,522
Asset impairment		—		961			—			(961	)		—			—			—
Total	$	3,857	$	5,445		$	(6,640	)	$	(760	)	$	(344	)	$	(36	)	$	1,522

The Profit Improvement Plan was substantially complete as of December 31, 2019.

F-29

(7) Leases

Adoption of New Lease Accounting Standard

The Company adopted the provisions of the new lease accounting standard described in Note 1 using the modified retrospective transition approach on January 1, 2019. As such, the new lease accounting standard was applied to contracts in effect as of December 31, 2018. Results for the year ended December 31, 2019 are presented in accordance with the new lease accounting standard. On adoption, the Company recognized a $66.7 million Right-of-use asset and an $81.9 million Lease liability.

Practical Expedients and Exemptions

On adoption, the Company elected to apply the package of practical expedients permitted under the transition provisions of the new lease accounting standard, which among other things, allowed the Company to carryforward the historical lease classification. In addition, the Company elected to apply a practical expedient to combine the lease components and non-lease components into a single lease component. The Company also elected to apply a practical expedient to not measure or recognize right-of-use assets or lease liabilities for leases with a lease term of 12 months or less.

F-30

Lease Details

The Company has operating leases for corporate offices, data centers and certain equipment. As of December 31, 2019, the Company’s leases have remaining lease terms of six months to 10 years and the Company has an option to terminate certain leases within the next seven years. Additionally, certain leases include options to extend the lease term for up to 10 years. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company subleases certain real estate to third parties. The sublease portfolio consists of operating leases for previously exited office space. Certain subleases include variable payments for operating costs. The subleases are generally co-terminus with the head lease, or shorter. Subleases do not include any residual value guarantees or restrictions or covenants imposed by the leases. Income from subleases is recognized as a reduction to Selling, general and administrative expenses.

The components of operating lease costs were as follows (in thousands):

Classification	Year Ended December 31, 2019
Fixed lease cost	$	15,532
Variable lease cost		4,397
Short-term lease cost		368
Less: Sublease income		(8,084	)
Total operating lease cost	$	12,213

Supplemental cash flow information related to leases was as follows (in thousands):

	Year Ended December 31, 2019
Operating cash flows:
Cash paid for amounts included in the measurement of operating Lease liabilities	$	19,328
Non-cash activity:
Right-of-use assets obtained in exchange for operating Lease liabilities	$	8,519
Derecognition of Right-of-use assets upon early termination of lease	$	(2,373	)
Impairment of Right-of-use assets	$	(591	)

Supplemental balance sheet information related to operating leases was as follows (in thousands, except weighted average lease term and discount rate):

	December 31, 2019
Right-of-use assets	$	59,888
Lease liabilities—current	$	13,009
Lease liabilities—non current		61,603
Total Lease liabilities	$	74,612
Weighted average remaining lease term		6.0 years
Weighted average discount rate		6.6	%

F-31

Expected Lease Payments

As of December 31, 2019, aggregate expected lease payments were as follows (in thousands):

	Operating Lease Liabilities			Sublease Income			Net Operating Lease Payments
2020	$	17,657		$	(5,823	)	$	11,834
2021		16,406			(5,738	)		10,668
2022		13,681			(5,909	)		7,772
2023		11,681			(6,081	)		5,600
2024		11,995			(6,256	)		5,739
Thereafter		20,109			(7,214	)		12,895
Total lease payments		91,529			(37,021	)		54,508
Less: imputed interest		(16,917	)		—			(16,917	)
Total	$	74,612		$	(37,021	)	$	37,591

(8) Contingencies

Warranty

The Company accrues the estimated cost of product warranties at the time it recognizes revenue. The Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers; however, contractual warranty terms, repair costs, average cost per call, current period product shipments and ongoing product failure rates, as well as specific product class failures outside of the Company’s baseline experience, affect the estimated warranty obligation. As of December 31, 2019, accrued warranty was immaterial.

Guaranteed Minimum Purchase Obligation

On December 31, 2019, the Company entered into a contract requiring the Company to generate a minimum number of Qualified Referred Subscribers (as defined in the contract) over a 30-month period. In the event that the aggregate number of Qualified Referred Subscribers generated by the Company within the specified time period is less than the minimum guaranteed subscribers, the Company is required to pay an amount equal to the shortfall between the number of Qualified Referred Subscribers generated by the Company and the required minimum multiplied by a per Qualified Referred Subscribers fee, up to a maximum of $5.0 million. As of December 31, 2019, no amount was accrued in the Combined Balance Sheet related to this contract as the Company believes it will be able to generate the minimum number of Qualified Referred Subscribers within the original 30-month period.

Indemnifications

In the normal course of business, the Company provides indemnifications of varying scopes and amounts to certain of its licensees against claims made by third parties arising out of the use and / or incorporation of the Company’s products, services and / or technologies into the licensees’ products and services. The Company has also indemnified certain customers and business partners for, among other things, the licensing of its products, the sale of its DVRs, and the provision of engineering and consulting services. The Company’s obligation under its indemnification agreements with customer and business partners would arise in the event a third-party filed a claim against one of the parties that was covered by the Company’s indemnification. Pursuant to these agreements, the Company may indemnify the other party for certain losses suffered or incurred by the indemnified party in connection with various types of claims, which may include, without limitation, intellectual property infringement, advertising and consumer disclosure laws, certain tax liabilities, negligence and intentional acts in the performance of services and violations of laws.

F-32

In some cases, the Company may receive tenders of defense and indemnity arising from products, services and / or technologies that are no longer provided by the Company due to Parent having divested certain assets, but which were previously provided by the Company.

The term of the Company’s indemnification obligations is generally perpetual. The Company’s indemnification obligations are typically limited to the cumulative amount paid to the Company by the licensee under the license agreement; however, some license agreements, including those with the Company’s largest multiple system operator and digital broadcast satellite providers, have larger limits or do not specify a limit on amounts that may be payable under the indemnity arrangements.

The Company cannot reasonably estimate the possible range of losses that may be incurred pursuant to its indemnification obligations, if any. Variables affecting any such assessment include, but are not limited to: the nature of the claim asserted; the relative merits of the claim; the financial ability of the party suing the indemnified party to engage in protracted litigation; the number of parties seeking indemnification; the nature and amount of damages claimed by the party suing the indemnified party; and the willingness of such party to engage in settlement negotiations. Due to the nature of the Company’s potential indemnity liability, the Combined Financial Statements could be materially adversely affected in a particular period by one or more of these indemnities.

Under certain circumstances, the Company may seek to recover some or all amounts paid to an indemnified party from its insurers. The Company does not have any assets held either as collateral or by third parties that, on the occurrence of an event requiring it to indemnify a customer, could be obtained and liquidated to recover all or a portion of the amounts paid pursuant to its indemnification obligations.

Legal Proceedings

The Company may be involved in various lawsuits, claims and proceedings, including, but not limited to, intellectual property, commercial and employment matters that arise in the normal course of business. The Company accrues a liability when management believes information available prior to the issuance of the financial statements indicates it is probable a loss has been incurred as of the date of the financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Legal costs are expensed as incurred.

The Company believes it has recorded adequate provisions for any such lawsuits, claims and proceedings and, as of December 31, 2019, it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in the Combined Financial Statements. Based on its experience, the Company believes that damage amounts claimed in these matters are not meaningful indicators of potential liability. Some of the

F-33

matters pending against the Company involve potential compensatory, punitive or treble damage claims or sanctions, that, if granted, could require the Company to pay damages or make other expenditures in amounts that could have a material adverse effect on the Combined Financial Statements. Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters described herein cannot be predicted with certainty. While litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending against it. Nevertheless, the Combined Financial Statements could be materially adversely affected in a particular period by the resolution of one or more of these contingencies.

(9) Related Party Transactions and Parent Company Investment

Allocation of Corporate Expenses

The Combined Statements of Operations and Comprehensive Loss include an allocation of general corporate expenses from Parent for certain management and support functions which are provided on a centralized basis by Parent. These management and support functions include, but are not limited to, executive management, finance, legal, information technology, employee benefits administration, treasury, risk management, procurement and other shared services. These allocations were made on a direct usage basis when identifiable, with the remainder allocated on the basis of revenue, expenses, headcount or other relevant measures.

Management of the Company and Parent consider these allocations to be a reasonable reflection of the utilization of services by, or the benefits provided to, the Company. These allocations may not, however, reflect the expense the Company would have incurred as a standalone company for the periods presented. Actual costs that may have been incurred if the Company had been a standalone company would depend on a number of factors, including the chosen organizational structure, whether functions were outsourced or performed by employees and decisions made in areas such as facilities, information technology and operating infrastructure.

Parent Company Investment

Parent company investment on the Combined Balance Sheet and Combined Statement of Equity represents Parent’s historical investment in the Company, the net effect of transactions with and allocations from Parent, the Company’s accumulated deficit and cumulative effect adjustments from the adoption of new accounting standards.

The components of the Net transfers from Parent on the Combined Statement of Equity were as follows (in thousands):

	Year Ended December 31,
	2019
Cash pooling and other financing activities	$	74,525
Dividends paid to Parent		(8,000	)
Acquisition of TiVo Solutions		—
Equity-based compensation		22,248
Income taxes		(12,936	)
Corporate allocations		(3,995	)
Net transfers from Parent per Combined Statement of Equity	$	71,842

F-34

Net Transfers from Parent

A reconciliation of Net transfers from Parent on the Combined Statement of Equity to the corresponding amount on the Combined Statements of Cash Flows was as follows (in thousands):

	Year Ended December 31,
	2019
Net transfers from Parent per Combined Statement of Equity	$	71,842
Property and equipment, net		788
Restructuring		514
Equity-based compensation		(22,248	)
Net transfers from Parent per Combined Statement of Cash Flows	$	50,896

Senior Secured Credit Facility

On July 2, 2014, Rovi Corporation, as parent guarantor, and two of its wholly owned subsidiaries, Rovi Solutions Corporation and Rovi Guides, Inc., as borrowers, and certain of its other subsidiaries, as subsidiary guarantors, entered into a Credit Agreement (the “Prior Credit Agreement”). After the completion of the TiVo Acquisition, TiVo Corporation became a guarantor under the Prior Credit Agreement. On November 22, 2019, TiVo Corporation, as borrower, and certain of its subsidiaries, as guarantors entered into a new Credit Agreement (the “New Credit Agreement”) and paid off in full the outstanding balance of the Prior Credit Agreement. TiVo Corporation’s domestic assets allocated to TiVo Product serve as collateral for the New Credit Agreement.

(10) Equity-based Compensation

Certain of the Company’s employees participate in equity-based compensation plans sponsored by Parent. Parent’s equity-based compensation plans include incentive compensation plans and an employee stock purchase plan (“ESPP”). All awards granted under the plans are based on shares of Parent’s common stock and, as such, are reflected in Parent’s Consolidated Statements of Stockholders’ Equity and not in the Company’s Combined Statement of Equity. Equity-based compensation expense includes expense attributable to the Company based on the awards and terms previously granted to the Company’s employees and an allocation of Parent’s corporate and shared functional employee expenses.

Restricted Awards and Stock Options

Parent grants equity-based compensation awards from the Rovi 2008 Equity Incentive Plan (the “Rovi 2008 Plan”). The Rovi 2008 Plan permits the grant of restricted stock and restricted stock units (collectively, “restricted awards”), stock options and similar types of equity awards to employees, officers, directors and consultants of the Company. Restricted stock is considered outstanding at the time of grant as holders are entitled to voting rights on Parent matters. Restricted awards are generally subject to a four-year graded vesting period, with annual vesting. Stock options generally have a four- year vesting periods, with one quarter of the grant vesting on the first anniversary of the grant, followed by monthly vesting thereafter. Stock options generally have a contractual term of seven years.

On the TiVo Acquisition Date, Parent assumed the TiVo Solutions Inc. Amended and Restated 2008 Equity Incentive Award Plan (the “TiVo 2008 Plan”). Parent amended and restated the TiVo 2008 Plan effective as of the closing of the TiVo Acquisition to be the TiVo Corporation Titan Equity Incentive Award Plan for purposes

F-35

of awards granted following the TiVo Acquisition Date. The TiVo 2008 Plan permits the grant of restricted awards, stock options and similar types of equity awards to employees, officers, directors and consultants of the Company. Restricted stock is considered outstanding at the time of grant as holders are entitled to voting rights on Parent matters. Restricted awards assumed from the TiVo 2008 Plan are generally subject to a three-year graded vesting period, with semi-annual vesting. Restricted awards issued by Parent from the TiVo 2008 Plan are generally subject to a four-year graded vesting period, with annual vesting. Stock options assumed from the TiVo 2008 Plan generally have a four-year vesting period, with one quarter of the grant vesting on the first anniversary of the grant, followed by monthly vesting thereafter. Stock options assumed from the TiVo 2008 Plan generally have a contractual term of seven years. The TiVo 2008 Plan expired in August 2018.

Parent also grants performance-based restricted stock units to certain of its senior officers for three-year performance periods. Vesting in the performance-based restricted stock units is subject to a market condition, as well as a service condition. Depending on the level of achievement, the maximum number of shares that could be issued on vesting generally could be up to 200% of the target number of performance-based restricted stock units granted. For awards subject to a market vesting condition, the fair value per award is fixed at the grant date and the amount of compensation expense is not adjusted during the performance period regardless of changes in the level of achievement of the market condition.

Employee Stock Purchase Plan

Parent’s 2008 ESPP allows eligible employees to purchase shares of the Parent’s common stock at a discount through payroll deductions. The ESPP consists of up to four consecutive six-month purchase periods within a twenty-four-month offering period. Employees purchase shares each purchase period at the lower of 85% of the market value of Parent’s common stock at either the beginning of the offering period or the end of the purchase period.

Valuation Techniques and Assumptions

As new grants of Parent’s restricted awards are not eligible for dividend protection, the fair value of restricted awards subject to service conditions is estimated as the price of Parent’s common stock at the close of trading on the date of grant, less the present value of dividends expected to be paid during the vesting period. Where a restricted stock award requires a post-vesting restriction on sale, the grant date fair value is adjusted to reflect a liquidity discount based on the expected post-vesting holding period.

A Monte Carlo simulation is used to estimate the fair value of restricted stock units subject to market conditions with expected volatility estimated using the historical volatility of Parent’s common stock.

Parent uses the Black-Scholes-Merton option-pricing formula to estimate the fair value of ESPP shares. The Black-Scholes-Merton option-pricing formula uses complex and subjective inputs, such as the expected volatility of the Parent’s common stock over the expected term of the grant and projected employee exercise behavior. Expected volatility is estimated using a combination of historical volatility and implied volatility derived from publicly traded options on the Parent’s common stock. The expected term is estimated by calculating the period the award is expected to be outstanding based on historical experience and the terms of the grant. The risk-free interest rate is estimated based on the yield of U.S. Treasury zero-coupon bonds with remaining terms similar to the expected term at the grant date. Parent assumes a constant dividend yield commensurate with the dividend yield on the grant date.

F-36

Weighted-average assumptions used to estimate the fair value of Parent equity-based compensation awards granted to the Company’s direct employees during the period were as follows:

	Year Ended December 31,
	2019
Restricted stock units subject to market conditions:
Expected volatility		40.7	%
Expected term		2.5 years
Risk-free interest rate		1.8	%
Expected dividend yield		4.4	%
ESPP shares:
Expected volatility		49.2	%
Expected term		1.3 years
Risk-free interest rate		2.1	%
Expected dividend yield		5.1	%

The number of awards expected to vest during the requisite service period is estimated at the time of grant using Parent’s historical data and equity-based compensation is only recognized for awards for which the requisite service is expected to be rendered for awards subject to service or performance vesting conditions. Forfeiture estimates are revised during the requisite service period and the effect of changes in the number of awards expected to vest during the requisite service period is recognized on a cumulative catch-up basis in the period estimates are revised.

The weighted-average grant date fair value of equity-based awards (per award) and pre-tax equity-based compensation expense (in thousands) for the Company’s direct employees was as follows:

	Year Ended December 31,
	2019
Weighted average grant date fair value
Restricted awards	$	6.62
ESPP shares	$	3.62
Equity-based compensation
Pre-tax equity-based compensation, excluding amounts included in restructuring expense	$	12,769
Pre-tax equity-based compensation, included in restructuring expense	$	119

Pre-tax equity-based compensation, excluding amounts included in restructuring expense, includes an allocation of Parent’s corporate and shared functional employee’s costs of $8.6 million in the years ended December 31, 2019. Pre-tax equity-based compensation, included in restructuring expense, includes an allocation of Parent’s corporate and shared functional employee’s costs of $0.3 million in the years ended December 31, 2019.

As of December 31, 2019, there was $31.5 million of unrecognized compensation cost, net of estimated forfeitures, related to unvested equity- based awards granted to the Company’s direct employees, which is expected to be recognized over a remaining weighted average period of 2.6 years.

F-37

Equity-Based Compensation Award Activity

Activity related to restricted awards for the Company’s direct employees was as follows:

	2019
	Restricted Awards (In Thousands)			Weighted- Average Grant Date Fair Value
Outstanding as of beginning of period		2,992		$	14.26
Granted		1,871		$	6.62
Vested		(891	)	$	15.34
Forfeited		(848	)	$	12.21
Outstanding as of end of period		3,124		$	10.31

The aggregate fair value of restricted awards vested for the Company’s direct employees during the year ended December 31, 2019 was $7.2 million.

Activity related to the Company’s direct employee stock options was as follows:

	2019
	Options (In Thousands)			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (In Years)		Aggregate Intrinsic Value (In Thousands)
Outstanding as of beginning of period		398		$	22.19
Exercised		—		$	—
Forfeited and expired		(194	)	$	21.51
Outstanding as of end of period		204		$	22.94		1.2		—
Vested and expected to vest as of end of year		204		$	22.94		1.1		—
Exercisable as of end of year		203		$	22.95		1.2		—

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value that direct Company employee option holders would have received had all option holders exercised their options at the end of the last trading day in the period. The aggregate intrinsic value is the difference between the closing price of Parent’s common stock on the last trading day of the period and the exercise price of the stock option, multiplied by the number of in-the-money stock options.

The aggregate intrinsic value of stock options exercised is the difference between the market price of Parent’s common stock at the time of exercise and the exercise price of the stock option, multiplied by the number of stock options exercised. No stock options were exercised by the Company’s direct employees during the year ended December 31, 2019.

(11) Income Taxes

The Company’s income tax expense and deferred tax balances have been calculated on a separate return basis as if the Company filed its own tax returns, although its operations have been included in Parent’s U.S. federal, state and foreign tax returns. The separate return method applies the accounting guidance for income taxes to the Company’s standalone financial statements as if it were a separate taxpayer and a standalone enterprise for the periods presented.

F-38

Deferred Tax Assets and Liabilities

Significant deferred tax assets and deferred tax liabilities were as follows (in thousands):

	December 31, 2019
Deferred tax assets:
U.S. federal and state net operating losses and credits	$	28,644
Accrued liabilities		12,145
Unearned revenue		15,533
Equity-based compensation		2,290
Lease liabilities		15,823
Other		5,244
Gross deferred tax assets		79,679
Valuation allowance		(16,212	)
Net deferred tax assets		63,467
Deferred tax liabilities:
Intangible assets		(55,511	)
Right-of-use assets		(13,439	)
Other		(1,775	)
Gross deferred tax liabilities		(70,725	)
Net deferred tax liabilities	$	(7,258	)

Deferred tax assets and liabilities were presented in the Combined Balance Sheet as follows (in thousands):

	December 31, 2019
Other long-term assets	$	2,274
Deferred tax liabilities, net		(9,532	)
Net deferred tax liabilities	$	(7,258	)

As of December 31, 2019, the Company recorded deferred tax assets for the tax effects of the following gross tax loss carryforwards (in thousands):

	Carryforward		Years of
	Amount		Expiration
Federal	$	83,213		2027 - 2035
State	$	96,892		2027 - 2038

Utilization of federal and state net operating losses and credit carryforwards may be subject to limitations due to future ownership changes.

F-39

As of December 31, 2019, the following credits were available to reduce future income tax expense as follows (in thousands):

	Carryforward		Years of
	Amount		Expiration
Federal research and development credits	$	1,105		2024 - 2039
State research and development credits	$	253		Indefinite

Deferred Tax Asset Valuation Allowance

The deferred tax asset valuation allowance and changes in the deferred tax asset valuation allowance consisted of the following (in thousands):

	Year Ended December 31,
	2019
Balance at beginning of period	$	(8,614	)
Additions		(30,016	)
Deductions resulting from Tax Act of 2017		—
Deductions		22,418
Balance at end of period	$	(16,212	)

Unrecognized Tax Benefits

Unrecognized tax benefits and changes in unrecognized tax benefits were as follows (in thousands):

	Year Ended December 31,
	2019
Balance at beginning of period	$	442
Tax positions related to the current year		(30	)
Tax positions related to prior years		181
Foreign currency		(1	)
Net transfers from Parent		(150	)
Balance at end of period	$	442

There were no unrecognized tax benefits that would affect the Company’s effective tax rate, if recognized, as of December 31, 2019.

F-40

In the normal course of business, the Company conducts business globally and, as a result, files U.S. federal, state and foreign income tax returns in various jurisdictions and therefore is subject to examination by taxing authorities throughout the world. With few exceptions, the Company is no longer subject to income tax examination prior to 2007. Based on the status of U.S. federal, state, and foreign tax audits, the Company does not believe it is reasonably possible that a significant change in unrecognized tax benefits will occur in the next twelve months.

The Company believes it has provided adequate reserves for all tax deficiencies or reductions in tax benefits that could result from U.S. federal, state and foreign tax audits. The Company regularly assesses the potential outcomes of these audits in order to determine the appropriateness of its tax positions. Adjustments to accruals for unrecognized tax benefits are made to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular income tax audit. However, income tax audits are inherently unpredictable and there can be no assurance the Company will accurately predict the outcome of these audits. The amounts ultimately paid on resolution of an audit could be materially different from the amounts previously recognized, and therefore the resolution of one or more of these uncertainties in any particular period could have a material adverse impact on the Combined Financial Statements.

Income Tax Expense

The components of Loss before income taxes consist of the following (in thousands):

	Year Ended December 31,
	2019
United States	$	(162,029	)
Rest of the world		11,062
Loss before income taxes	$	(150,967	)

Income tax expense consisted of the following (in thousands):

	Year Ended December 31,
	2019
Current:
Federal	$	(5	)
State		54
Foreign		11,736
Total current income tax expense		11,785
Deferred:
Federal		25
State		(1,650	)
Foreign		(1,104	)
Total deferred income tax benefit		(2,729	)
Income tax expense	$	9,056

For the year ended December 31, 2019, the Company generated U.S. federal net operating loss carryforwards of $65.8 million. For the year ended December 31, 2019, the Company generated state net operating loss carryforwards of $44.0 million.

F-41

Income tax expense differed from the amounts computed by applying the U.S. federal income tax rate to Loss before income taxes as a result of the following (in thousands):

	Year Ended December 31,
	2019
Federal income tax	$	(31,703	)
State income tax, net of federal benefit		(1,033	)
Foreign income tax rate differential		(358	)
Foreign inclusions		2,089
Foreign withholding tax		9,420
Change in unrecognized tax benefits		2
Change in valuation allowance		19,145
Equity-based compensation		748
Goodwill impairment		10,746
Income tax expense	$	9,056

Due to the fact that the Company has significant net operating loss carryforwards and has recorded a valuation allowance against a significant portion of its deferred tax assets, the income tax benefit derived from net operating losses generated is limited to deferred tax liabilities that will provide a source of future taxable income against which the loss carryforwards can be utilized.

F-42

(13) Subsequent Events

The recent outbreak of the Coronavirus Disease 2019, or COVID-19, which has been declared by the World Health Organization to be a “public health emergency of international concern,” is impacting worldwide economic activity. As a public health epidemic, COVID-19 poses the risk that the Company or its workforce, suppliers and other partners may be prevented from conducting business activities for an indefinite period of time, including due to shutdowns that may be requested or mandated by governmental authorities. The COVID-19 pandemic has recently had adverse impacts on many aspects of the Company’s operations, directly and indirectly, including its workforce, consumer behavior, distribution, suppliers and the market generally. For example, in March 2020, the Company announced its workforce would work remotely as a result of the pandemic as it reviewed its processes related to workplace safety, including social distancing and sanitation practices recommended by the Centers for Disease Control and Prevention. As the Company generates the substantial majority of its revenue from pay TV operators and others in the video delivery industry, to date COVID-19 has not had a significant impact on the Company’s revenue. However, the impacts of the COVID-19 pandemic could cause delays in obtaining new customers and executing renewals and could also impact the Company’s consumer business, including sales of TiVo Stream 4K, which was recently launched. Further, the global financial markets have experienced increased volatility and have declined since December 31, 2019. The Combined Financial Statements as of and for the year ended December 31, 2019 reflect management’s

F-43

assumptions about the economic environment and the Company’s ability to realize certain assets, including long-lived assets, such as goodwill, accounts receivable and investments in other companies. Although the response to the COVID-19 pandemic is expected to be temporary, such conditions in the global financial markets and business activities could lead to further impairment of our long-lived assets, including goodwill, increased credit losses and impairments of investments in other companies.

The Company is dependent on Parent for all of its working capital and financing requirements. Management believes the Company’s Cash and cash equivalents and anticipated operating cash flow, supplemented with Parent’s support, are generally sufficient to support the Company’s operating businesses, capital expenditures, restructuring activities, interest payments and income tax payments, in addition to investments in future growth opportunities and activities related to the Xperi Combination for at least the next twelve months. The Company and Parent are taking steps to manage resources by reducing and/or deferring capital expenditures, inventory purchases and operating expenses to mitigate the adverse impact of the COVID-19 pandemic. Future impacts of the COVID-19 pandemic may require further actions by the Company or Parent to improve the Company’s cash position, including, but not limited to, implementing employee furloughs and foregoing capital expenditures and other discretionary expenses.

The Company evaluated subsequent events for recognition or disclosure through May 28, 2020, the date Combined Financial Statements were available to be issued.

F-44

EX-99.4

Exhibit 99.4

INDEX TO FINANCIAL STATEMENTS

Condensed Combined Financial Statements (Unaudited)	PAGE
Condensed Combined Balance Sheets		F-2
Condensed Combined Statements of Operations		F-3
Condensed Combined Statements of Comprehensive Loss		F-4
Condensed Combined Statements of Equity		F-5
Condensed Combined Statements of Cash Flows		F-6
Notes to Condensed Combined Financial Statements		F-7

F-1

TiVo Product HoldCo, Inc.

The Product Business of TiVo Corporation

CONDENSED COMBINED BALANCE SHEETS

(In thousands)

	March 31, 2020			December 31, 2019
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	29,266		$	41,228
Accounts receivable, net		67,486			65,863
Inventory		2,944			3,197
Prepaid expenses and other current assets		14,857			13,808
Total current assets		114,553			124,096
Property and equipment, net		43,706			48,264
Intangible assets, net		242,539			253,518
Goodwill		64,272			145,643
Right-of-use assets		56,405			59,888
Other long-term assets		23,231			21,506
Total assets	$	544,706		$	652,915
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	65,522		$	91,436
Unearned revenue		30,585			32,942
Total current liabilities		96,107			124,378
Unearned revenue, less current portion		30,313			31,307
Deferred tax liabilities, net		7,923			9,532
Long-term lease liabilities		58,303			61,603
Other long-term liabilities		651			654
Total liabilities		193,297			227,474
Commitments and contingencies (Note 7)
Equity:
Parent company investment		356,524			429,117
Accumulated other comprehensive loss		(5,115	)		(3,676	)
Total equity		351,409			425,441
Total liabilities and equity	$	544,706		$	652,915

The accompanying notes are an integral part of these Condensed Combined Financial Statements.

F-2

TiVo Product HoldCo, Inc.

The Product Business of TiVo Corporation

CONDENSED COMBINED STATEMENTS OF OPERATIONS

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2020			2019
				(Restated)
Revenues, net:
Services and software	$	83,853		$	89,229
Hardware		2,623			2,074
Total Revenues, net		86,476			91,303
Costs and expenses:
Cost of services and software revenues, excluding depreciation and amortization of intangible assets		23,003			26,812
Cost of hardware revenues, excluding depreciation and amortization of intangible assets		5,022			3,870
Research and development		33,744			41,381
Selling, general and administrative		22,520			31,601
Depreciation		4,779			5,124
Amortization of intangible assets		10,351			10,639
Restructuring and asset impairment charges		691			1,803
Goodwill impairment		81,428			—
Total costs and expenses		181,538			121,230
Operating loss		(95,062	)		(29,927	)
Other income, net		39			714
Loss before income taxes		(95,023	)		(29,213	)
Income tax (benefit) expense		(250	)		2,144
Net loss	$	(94,773	)	$	(31,357	)

The accompanying notes are an integral part of these Condensed Combined Financial Statements.

F-3

TiVo Product HoldCo, Inc.

The Product Business of TiVo Corporation

CONDENSED COMBINED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2020			2019
				(Restated)
Net loss	$	(94,773	)	$	(31,357	)
Other comprehensive loss, net of tax:
Change in foreign currency translation adjustment		(1,402	)		(351	)
Other comprehensive loss, net of tax		(1,402	)		(351	)
Comprehensive loss	$	(96,175	)	$	(31,708	)

The accompanying notes are an integral part of these Condensed Combined Financial Statements.

F-4

TiVo Product HoldCo, Inc.

The Product Business of TiVo Corporation

CONDENSED COMBINED STATEMENTS OF EQUITY

(In thousands)

(Unaudited)

	Parent company investment			Accumulated other comprehensive loss			Total equity
Three Months Ended March 31, 2019
Balance as of December 31, 2018	$	517,298		$	(3,533	)	$	513,765
Net loss (Restated)		(31,357	)		—			(31,357	)
Other comprehensive loss, net of tax		—			(351	)		(351	)
Net transfers from Parent (Restated)		31,725			—			31,725
Balance as of March 31, 2019 (Restated)	$	517,666		$	(3,884	)	$	513,782
Three Months Ended March 31, 2020
Balance as of December 31, 2019	$	429,117		$	(3,676	)		425,441
Cumulative effect adjustment		(643	)	$	(37	)		(680	)
Net loss		(94,773	)		—			(94,773	)
Other comprehensive loss, net of tax		—			(1,402	)		(1,402	)
Net transfers from Parent		22,823			—			22,823
Balance as of March 31, 2020	$	356,524		$	(5,115	)	$	351,409

The accompanying notes are an integral part of these Condensed Combined Financial Statements.

F-5

TiVo Product HoldCo, Inc.

The Product Business of TiVo Corporation

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2020			2019
				(Restated)
Cash flows from operating activities:
Net loss	$	(94,773	)	$	(31,357	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		4,779			5,124
Amortization of intangible assets		10,351			10,639
Restructuring and asset impairment charges		691			1,803
Goodwill impairment		81,428			—
Equity-based compensation		5,008			6,418
Deferred income taxes		(1,609	)		(42	)
Other operating, net		1,129			210
Changes in operating assets and liabilities:
Accounts receivable		(2,938	)		7,854
Inventory		253			1,080
Prepaid expenses and other current assets and other long-term assets		(2,500	)		(2,694	)
Right-of-use assets, net of lease liabilities		(797	)		(413	)
Accounts payable and accrued expenses and other long-term liabilities		(24,365	)		(17,851	)
Unearned revenue		(3,351	)		(1,698	)
Net cash used in operating activities		(26,694	)		(20,927	)
Cash flows from investing activities:
Payments for purchase of property and equipment		(2,628	)		(4,283	)
Other investing, net		—			3
Net cash used in investing activities		(2,628	)		(4,280	)
Cash flows from financing activities:
Net transfers from Parent		18,092			25,502
Net cash provided by financing activities		18,092			25,502
Effect of exchange rate changes on cash and cash equivalents		(732	)		(182	)
Net (decrease) increase in cash and cash equivalents		(11,962	)		113
Cash and cash equivalents at beginning of period		41,228			29,810
Cash and cash equivalents at end of period	$	29,266		$	29,923

The accompanying notes are an integral part of these Condensed Combined Financial Statements.

F-6

TiVo Product HoldCo, Inc.

The Product Business of TiVo Corporation

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

(1) Basis of Presentation and Summary of Significant Accounting Policies

Description of Business

On May 9, 2019, TiVo Corporation (“Parent” or “Pre-Merger TiVo”) announced that its Board of Directors unanimously approved a plan to separate into two independent publicly traded companies (the “TiVo Separation”): one comprising its intellectual property licensing business and one comprising its product businesses. The TiVo Separation was intended to take the form of a spin-off to Parent’s stockholders of 100% of the shares of its product-related businesses, which was to be renamed TiVo Product HoldCo, Inc. (the “TiVo Products” or the “Company”).

On December 18, 2019, the Company and Xperi Corporation (“Pre-Merger Xperi”) entered into an Agreement and Plan of Merger and Reorganization (the “Xperi Merger Agreement”), pursuant to which Pre-Merger TiVo and Pre-Merger Xperi have agreed, subject to the terms and conditions of the Xperi Merger Agreement, to effect an all-stock, merger of equals strategic combination of their respective businesses (the “Xperi Combination”). The board of directors of each of Pre-Merger TiVo and Pre-Merger Xperi have approved the Xperi Merger Agreement and the transactions contemplated thereby. The Xperi Combination is subject to certain customary approvals, including the approval of shareholders of Pre-Merger TiVo and Pre-Merger Xperi, and is expected to be completed by June 30, 2020.

Pre-Merger TiVo is a global leader bringing entertainment together, making it easy to find, watch and enjoy. The Company provides a broad set of cloud-based services, embedded software solutions that aggregate online video, television programming, movies and music entertainment in a unified discovery experience. The Company’s solutions include device-embedded and cloud-based user experience (“UX”), including interactive program guides (“IPGs”), digital video recorders (“DVRs”), natural language voice and text search, cloud-based recommendations services and an extensive collection of entertainment metadata (i.e., descriptive information, promotional images or other content that describes or relates to television shows, videos, movies, sports, music, books, games or other entertainment content). The Company’s portfolio of products are available as both discrete component technologies for customers to integrate into their internally developed solutions or as part of completely integrated modular solutions. The Company’s integrated portfolio of software and cloud-based services provides an all-in-one approach for navigating a fragmented universe of content by seamlessly combining live, recorded, video-on-demand (“VOD”) and over-the-top (“OTT”) content into one intuitive user interface with simple universal search, discovery, viewing and recording making it easy for consumers to find, watch and enjoy entertainment when and where they want it. The Company also offers advanced media services and advertising solutions, including viewership data, sponsored discovery, audience insights and in-guide advertising, which enable advanced audience targeting for advertising through linear television, streamed content and other direct digital display and video platforms. Solutions are sold globally to cable, satellite and telecommunications pay TV service providers, virtual service providers, consumer electronics (“CE”) manufacturers, content and new media companies, advertisers and agencies. In North America, we also sell a suite of DVR and whole home media solutions and services directly and through retail to consumers.

Basis of Presentation

The accompanying unaudited Condensed Combined Financial Statements have been prepared in connection with the TiVo Separation and have been derived from the Condensed Consolidated Financial Statements and accounting records of TiVo Corporation as if TiVo Product had been operated on a standalone basis during the periods presented and in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted in accordance with such rules and regulations. However, the Company believes the disclosures made

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are adequate to make the information not misleading. In the opinion of management, the accompanying unaudited Condensed Combined Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are considered necessary to present fairly the results for the periods presented.

The information contained in these Condensed Combined Financial Statements should be read in conjunction with the audited financial statements and notes thereto contained in the Combined Financial Statements for the year ended December 31, 2019. The Condensed Combined Statements of Operations, Condensed Combined Statements of Comprehensive Loss, Condensed Combined Statements of Equity and the Condensed Combined Statements of Cash Flows for the interim periods presented are not necessarily indicative of the results to be expected for the year ended December 31, 2020, for any future year, or for any other future interim period.

The Condensed Combined Statements of Operations and Comprehensive Loss of the Company reflect allocations of general corporate expenses from TiVo Corporation, including, but not limited to, executive management, finance, legal, information technology, employee benefits administration, treasury, risk management, procurement and other shared services. These allocations were made on a direct usage basis when identifiable, with the remainder allocated on the basis of revenue, expenses, headcount or other relevant measures. Management of the Company and TiVo Corporation consider these allocations to be a reasonable reflection of the utilization of services by, or the benefits provided to, the Company. The allocations may not, however, reflect the expense the Company would have incurred as a standalone company for the periods presented. Actual costs that may have been incurred if the Company had been a standalone company would depend on a number of factors, including the chosen organizational structure, whether functions were outsourced or performed by employees and decisions with respect to areas such as facilities, information technology and operating infrastructure.

The Condensed Combined Balance Sheets of the Company include TiVo Corporation assets and liabilities that are specifically identifiable or otherwise attributable to the Company, including subsidiaries and affiliates in which TiVo Corporation has a controlling financial interest. The Company is dependent on TiVo Corporation for all of its working capital and financing requirements as TiVo Corporation uses a centralized approach to cash management and financing its operations. Financial transactions relating to the Company are accounted for through the Parent company investment on the Condensed Combined Balance Sheets. Accordingly, none of TiVo Corporation’s cash, cash equivalents or investments have been assigned to the Company for any of the periods presented, unless those balances were directly attributable to the Company. The Company reflects transfers of cash to and from TiVo Corporation’s cash management system as a component of Parent company investment on the Condensed Combined Balance Sheets. TiVo Corporation’s long-term debt has not been attributed to the Company for any of the periods presented because the borrowings are not the legal obligation of the Company.

TiVo Corporation maintains various benefit and equity-based compensation plans at a corporate level. The Company’s employees participate in those programs and a portion of the cost of those plans is included in the Company’s Condensed Combined Financial Statements. However, the Company’s Condensed Combined Balance Sheets and Condensed Combined Statements of Equity do not include any benefit plan obligations or any equity related to equity-based compensation plans. See Note 10 for a description of the TiVo Corporation’s equity-based compensation plans.

Correction of Previously Issued Financial Statements

The Company determined that certain Cost of services and software revenues, excluding depreciation and amortization of intangible assets and Selling, general and administrative costs attributable to the Company had been incorrectly omitted from the Condensed Combined Financial Statements for the three months ended March 31, 2019. The Company also determined that certain deferred tax liabilities reported in the Condensed Combined Financial Statements for the three months ended March 31, 2019

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needed to be corrected. In applying an effective tax rate approach to calculate income tax expense, the Company identified that it had previously adjusted certain deferred tax liabilities related to indefinite-lived intangible assets below their required carrying amounts.

For the three months ended March 31, 2019, these corrections:

• increased Cost of services and software revenues, excluding depreciation and amortization of intangible assets by $0.2 million;

• increased Selling, general and administrative costs by $1.0 million;

• increased Income tax (benefit) expense by $3.5 million, and;

• increased Net loss by $4.7 million.

As of March 31, 2019, these corrections:

• increased Deferred tax liabilities, net by $4.4 million;

• decreased Other long-term liabilities by $0.2 million; and

• decreased Parent company investment by $4.2 million.

These errors, which were considered material weaknesses, were corrected in the financial period ending March 31, 2019 and the Company implemented additional management review procedures in the course of preparing its Combined Financial Statements for the year ended December 31, 2019 in order to remediate these material weaknesses.

Principles of Combination

The Condensed Combined Financial Statements include the Company’s net assets and results of operations as described above. All intercompany transactions and accounts within the combined businesses of the Company have been eliminated.

Intercompany transactions between the Company and TiVo Corporation are considered to be effectively settled in the Condensed Combined Financial Statements at the time the transaction is recorded. The net effect of the settlement of these intercompany transactions is reflected on the Condensed Combined Statements of Cash Flows within financing activities and on the Condensed Combined Balance Sheets within Parent company investment.

Parent Company Investment

Parent company investment on the Condensed Combined Balance Sheets and Condensed Combined Statements of Equity represents TiVo Corporation’s historical investment in the Company, the net effect of transactions with and allocations from TiVo Corporation, the Company’s accumulated deficit and cumulative effect adjustments from the adoption of new accounting standards. See Note 9 for further information about transactions between the Company and TiVo Corporation.

Use of Estimates

The preparation of the Condensed Combined Financial Statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and related disclosures as of the date of the financial statements and the results of operations for the reporting period. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, long-lived asset impairment, including goodwill and intangible assets, equity-based compensation and income taxes. Actual results may differ from those estimates.

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Risks and Uncertainties

The recent outbreak of the Coronavirus Disease 2019, or COVID-19, which has been declared by the World Health Organization to be a “public health emergency of international concern,” is impacting worldwide economic activity. As a public health epidemic, COVID-19 poses the risk that the Company or its workforce, suppliers and other partners may be prevented from conducting business activities for an indefinite period of time, including due to shutdowns that may be requested or mandated by governmental authorities. The COVID-19 pandemic has recently had adverse impacts on many aspects of the Company’s operations, directly and indirectly, including its workforce, consumer behavior, distribution, suppliers and the market generally. For example, in March 2020, the Company announced its workforce would work remotely as a result of the pandemic as it reviewed its processes related to workplace safety, including social distancing and sanitation practices recommended by the Centers for Disease Control and Prevention. As the Company generates the substantial majority of its revenue from pay TV operators and others in the video delivery industry, to date COVID-19 has not had a significant impact on the Company’s revenue. However, the impacts of the COVID-19 pandemic could cause delays in obtaining new customers and executing renewals and could also impact the Company’s consumer business, including sales of TiVo Stream 4K which was recently launched. Further, the global financial markets have experienced increased volatility and have declined since December 31, 2019. The Condensed Combined Financial Statements as of and for the three months ended March 31, 2020 reflect management’s assumptions about the economic environment and the Company’s ability to realize certain assets, including long-lived assets, such as goodwill, accounts receivable and investments in other companies. Although the response to the COVID-19 pandemic is expected to be temporary, such conditions in the global financial markets and business activities could lead to further impairment of our long-lived assets, including goodwill, increased credit losses and impairments of investments in other companies.

Management believes the Company’s Cash and cash equivalents and anticipated operating cash flow, supplemented with access to capital markets as necessary, are generally sufficient to support its operating businesses, capital expenditures, restructuring activities and income tax payments, in addition to investments in future growth opportunities and activities related to the Xperi Combination for at least the next twelve months. The Company is taking steps to manage its resources by reducing and/or deferring capital expenditures, inventory purchases and operating expenses to mitigate the adverse impact of the COVID-19 pandemic. Future impacts of the COVID-19 pandemic may require further actions by the Company to improve its cash position, including, but not limited to, implementing employee furloughs and foregoing capital expenditures and other discretionary expenses.

Allowance for Credit Losses

The Company performs ongoing credit evaluations of its customers. The Company reviews its accounts receivable to identify potential collection issues. A specific allowance for credit losses is recorded when warranted by specific customer circumstances, such as in the case of a bankruptcy filing, a deterioration in the customer’s operating results or financial position or the past due status of a receivable based on its contractual payment terms. If there are subsequent changes in circumstances related to the specific customer, adjustments to recoverability estimates are recorded. For accounts receivable not specifically assessed, including unbilled receivables, an allowance for credit losses is recorded using the immediate reversion methodology for forecasting expected losses based on historical loss experience, current conditions and reasonable and supportable forecasts that affect collectability and other factors. Accounts receivable deemed uncollectible are charged off when collection efforts have been exhausted.

Inventory

Inventories consist primarily of finished DVRs and accessories and are stated at the lower of cost or net realizable value on an aggregate basis. Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. Adjustments to reduce the carrying amount of inventory to the lower of cost or net

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realizable value are made, if required, for excess or obsolete goods, which includes a review of, among other factors, demand requirements and market conditions. As of March 31, 2020 and December 31, 2019, substantially all inventory is comprised of finished goods.

Goodwill

Goodwill represents the excess of cost over fair value of the net assets of an acquired business. The recoverability of goodwill is assessed at the reporting unit level, which is either the operating segment or one level below. Goodwill is evaluated for potential impairment annually, as of the beginning of the fourth quarter, and whenever events or changes in circumstances indicate their carrying amount may not be recoverable. The Company’s one reporting unit, the Product reporting unit, is consistent with its reportable segment.

Qualitative factors are first assessed to determine whether events or changes in circumstances indicate it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If, based on the qualitative assessment, it is considered more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, then a quantitative impairment test is performed.

In the quantitative impairment test for goodwill, the fair value of the reporting unit is compared to its carrying amount. The fair value of the Product reporting unit is estimated using an income approach. Under the income approach, the fair value of a reporting unit is estimated based on the present value of future cash flows and considers projected revenue growth rates, future operating margins, income tax rates and economic and market conditions, as well as risk-adjusted discount rates. The carrying amount of a reporting unit is determined by assigning the assets and liabilities, including goodwill and intangible assets, to the reporting unit. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not impaired. If the fair value of a reporting unit is less than its carrying amount, an impairment loss equal to the difference is recognized.

Recent Accounting Pronouncements

Standards Adopted in 2020

In August 2018, the FASB modified the requirements for capitalizing costs incurred to implement a hosting arrangement that is a service contract. The modified requirements were intended to align the cost capitalization requirements for hosting arrangements with the cost capitalization requirements for internal-use software. The Company adopted the modified requirements on January 1, 2020 using the retrospective transition approach. On adoption, the Company reclassified $0.5 million of net capitalized costs that were incurred to implement a hosting arrangement from Property and equipment, net to Other assets.

In June 2016, the FASB issued updated guidance that requires entities to use a current expected credit loss model to measure credit-related impairments for financial instruments held at amortized cost. The current expected credit loss model is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect collectability. Current expected credit losses, and subsequent adjustments, represent an estimate of lifetime expected credit losses that are recorded as an allowance deducted from the amortized cost of the financial instrument. The updated guidance also amends the other-than-temporary impairment model for available-for-sale debt securities by requiring the recognition of impairments for credit-related losses through an allowance and eliminating the length of time a security has been in an unrealized loss position as a consideration in the determination of whether a credit loss exists. The Company adopted the amended credit loss guidance on January 1, 2020 using the modified retrospective transition approach. On adoption, the Company recognized a cumulative effect adjustment, net of tax effects, that increased both the Parent company investment and the allowance for credit losses by $0.6 million as presented in Note 3, primarily related to establishing an allowance for credit losses on contract assets for which revenue has been recognized in excess of the amount billed to the customer. Results for the periods beginning after December 31, 2019 are presented under the amended credit loss guidance, while prior period amounts were not restated and continue to be reported in accordance with the Company’s previous allowance for doubtful accounts policies.

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Standards Pending Adoption

In December 2019, the FASB issued guidance to simplify the accounting for income taxes by removing certain exceptions to general principles, clarifying requirements and including amendments to improve consistent application of the guidance. The guidance specifically removes the exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items, such as discontinued operations or other comprehensive income. The guidance also requires an entity to recognize a franchise tax that is partially based on income as an income-based tax and to account for any other amounts incurred as a non-income-based tax. The guidance is effective for the Company beginning on January 1, 2021 using a prospective approach. Early adoption is permitted. The Company is evaluating the effect of application on its Condensed Combined Financial Statements.

(2) Financial Statement Details

Property and Equipment, Net

Components of Property and equipment, net were as follows (in thousands):

	March 31, 2020			December 31, 2019
Computer software and equipment	$	161,895		$	160,771
Leasehold improvements		45,246			46,383
Furniture and fixtures		9,991			10,054
Property and equipment, gross		217,132			217,208
Less: Accumulated depreciation and amortization		(173,426	)		(168,944	)
Property and equipment, net	$	43,706		$	48,264

Investments

As of March 31, 2020 and December 31, 2019, Other long-term assets include non-marketable securities accounted for under the equity method with a carrying amount of $4.0 million and $3.7 million, respectively, and equity securities without a readily determinable fair value with a carrying amount of $0.1 million and $0.3 million, respectively. During the three months ended March 31, 2020, an impairment loss of $0.3 million was recognized on the Company’s equity securities without a readily determinable fair value. No impairments or adjustments to the carrying amount of the Company’s equity securities without a readily determinable fair value were recognized in the three months ended March 31, 2019.

Accounts Payable and Accrued Expenses

Components of Accounts payable and accrued expenses were as follows (in thousands):

	March 31, 2020		December 31, 2019
Accounts payable	$	7,621	$	9,960
Accrued compensation and benefits		18,741		40,145
Other accrued liabilities		39,160		41,331
Accounts payable and accrued expenses	$	65,522	$	91,436

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(3) Revenues

Revenue Details

The following information depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors by disaggregating revenue by product offering, significant customer, contract-type and geographic area.

Revenue by product offering was as follows (in thousands):

	Three Months Ended March 31,
	2020		2019
Platform Solutions	$	64,535	$	71,037
Software and Services		21,636		19,902
Other		305		364
Total Revenues, net	$	86,476	$	91,303

There were no customers that accounted for more than 10% of Total Revenues, net for the three months ended March 31, 2020 and 2019.

The pattern of revenue recognition was as follows (in thousands):

	Three Months Ended March 31,
	2020		2019
Goods and services transferred at a point in time	$	18,620	$	20,994
Goods and services transferred over time		67,856		70,309
Revenues, net	$	86,476	$	91,303

Revenue by geographic area was as follows (in thousands):

	Three Months Ended March 31,
	2020		2019
United States	$	57,963	$	56,205
Rest of the world		28,513		35,098
Total Revenues, net	$	86,476	$	91,303

Revenue by geographic area is predominately based on the end user’s location. Other than the U.S., no country accounted for more than 10% of Total Revenues, net for the three months ended March 31, 2020 and 2019.

Adoption of Amended Credit Loss Guidance

The Company adopted the provisions of the amended credit loss guidance as described in Note 1 using the modified retrospective transition approach on January 1, 2020. As such the amended credit loss guidance was applied to accounts receivable not specifically reserved and contract assets for which revenue has been recognized in excess of the amount billed to the customer as of December 31, 2019. Results for periods beginning after December 31, 2019 are presented under the amended credit loss guidance, while prior period amounts were not restated and continue to be reported in accordance with the previous allowance for doubtful accounts policies.

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The cumulative effect of these changes on the Condensed Combined Balance Sheets on adoption was as follows (in thousands):

Effect of adoption	Balance as of December 31, 2019			Cumulative Effect Adjustment			Balance as of January 1, 2020
Accounts receivable, net	$	65,863		$	(627	)	$	65,236
Deferred tax liabilities, net	$	9,532		$	21		$	9,553
Accumulated other comprehensive loss	$	(3,676	)	$	(37	)	$	(3,713	)
Parent company investment	$	424,032		$	643		$	424,675

Accounts Receivable, Net

Components of Accounts receivable, net were as follows (in thousands):

	March 31, 2020			December 31, 2019
Accounts receivable, gross	$	69,402		$	67,079
Less: Allowance for doubtful accounts		(1,916	)		(1,216	)
Accounts receivable, net	$	67,486		$	65,863

As of March 31, 2020 and December 31, 2019, no customer accounted for more than 10% of Accounts receivable, net.

Allowance for Credit Losses

	Three Months Ended March 31,
	2020			2019
Balance at beginning of period	$	(1,216	)	$	(2,223	)
Cumulative effect adjustment		(627	)		—
Provision for bad debt		(688	)		(50	)
Deductions and write-offs, net		615			483
Balance at end of period	$	(1,916	)	$	(1,790	)

Contract Balances

Contract assets primarily consist of revenue recognized in excess of the amount billed to the customer, limited to net realizable value and deferred engineering costs for significant software customization or modification and set-up services to the extent deemed recoverable. Contract assets also include the incremental costs of obtaining a contract with a customer, principally sales commissions when the renewal commission is not commensurate with the initial commission. Contract assets were recorded in the Condensed Combined Balance Sheets as follows (in thousands):

	March 31, 2020		December 31, 2019
Accounts receivable, net	$	18,226	$	15,799
Prepaid expenses and other current assets		3,266		2,444
Other long-term assets		10,767		11,356
Total contract assets, net	$	32,259	$	29,599

No impairment losses were recognized with respect to contract assets for the three months ended March 31, 2020 and 2019.

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Contract liabilities are mainly comprised of unearned revenue related to consumer lifetime subscriptions for the TiVo service, cloud-based services and other offerings for which the Company is paid in advance of when control of the promised good or service is transferred to the customer. Unearned revenue also includes amounts related to professional services to be performed in the future. For the three months ended March 31, 2020, the Company recognized $11.4 million, of revenue that had been included in Unearned revenue as of December 31, 2019.

As of March 31, 2020, approximately $87.5 million of revenue is expected to be recognized from unsatisfied performance obligations that are primarily related to software-as-a-service agreements, which is expected to be recognized as follows: 47% in the remainder of 2019, 27% in 2020, 14% in 2021, 8% in 2022, 3% in 2023, and 1% thereafter.

(4) Fair Value Measurements

Fair Value Hierarchy

The Company uses valuation techniques that are based on observable and unobservable inputs to measure fair value. Observable inputs are developed using publicly available information and reflect the assumptions market participants would use, while unobservable inputs are developed using the best information available about the assumptions market participants would use. Fair value measurements are classified in a hierarchy that gives the highest priority to observable inputs and the lowest priority to unobservable inputs. Assets and liabilities are classified in a fair value hierarchy based on the lowest level input that is significant to the fair value measurement in its entirety:

• Level 1. Quoted prices in active markets for identical assets or liabilities.

• Level 2. Inputs other than Level 1 inputs that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or market-corroborated inputs.

• Level 3. Unobservable inputs for the asset or liability.

The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. For the three months ended March 31, 2020 and 2019, there were no transfers between levels of the fair value hierarchy.

Recurring Fair Value Measurements

As of March 31, 2020 and December 31, 2019, no assets or liabilities were reported at fair value on a recurring basis in the Condensed Combined Balance Sheets.

Nonrecurring Fair Value Measurements

As part of the quantitative interim goodwill impairment test performed as of March 31, 2020, the Product reporting unit was measured at fair value, resulting in a Goodwill impairment charge of $81.4 million. The unobservable inputs used to estimate the fair value of the Product reporting unit include projected revenue growth rates, future operating margins and risk-adjusted discount rates, and, accordingly, these measurements would be classified in Level 3 of the fair value hierarchy. The Goodwill impairment charge and the valuation techniques used to estimate reporting unit fair values are more fully described in Note 1 and Note 5.

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(5) Intangible Assets, Net and Goodwill

Intangible Assets, Net

Intangible assets, net consisted of the following (in thousands):

	March 31, 2020
	Gross		Accumulated Amortization			Net
Finite-lived intangible assets
Developed technology	$	158,212	$	(114,777	)	$	43,435
Existing contracts and customer relationships		300,186		(118,948	)		181,238
Content databases and other		54,356		(50,490	)		3,866
Trademarks / Tradenames		8,300		(8,300	)		—
Total finite-lived intangible assets		521,054		(292,515	)		228,539
Indefinite-lived intangible assets
TiVo Tradename		14,000		—			14,000
Total intangible assets	$	535,054	$	(292,515	)	$	242,539
	December 31, 2019
	Gross		Accumulated Amortization			Net
Finite-lived intangible assets
Developed technology	$	158,757	$	(109,964	)	$	48,793
Existing contracts and customer relationships		300,695		(114,148	)		186,547
Content databases and other		54,355		(50,177	)		4,178
Trademarks / Tradenames		8,300		(8,300	)		—
Total finite-lived intangible assets		522,107		(282,589	)		239,518
Indefinite-lived intangible assets
TiVo Tradename		14,000		—			14,000
Total intangible assets	$	536,107	$	(282,589	)	$	253,518

Estimated Amortization of Finite-Lived Intangible Assets

As of March 31, 2020, estimated amortization expense for finite-lived intangible assets was as follows (in thousands):

Remainder of 2020	$	30,975
2021		37,948
2022		30,155
2023		13,227
2024		12,000
Thereafter		104,234
Total	$	228,539

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Goodwill

Goodwill and changes in the carrying amount of goodwill were as follows (in thousands):

December 31, 2019	$	145,643
Impairment		(81,428	)
Foreign currency translation		57
March 31, 2020	$	64,272

Goodwill is evaluated for potential impairment annually, as of the beginning of the fourth quarter, and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. The process of evaluating goodwill for potential impairment is subjective and requires significant estimates, assumptions and judgments particularly related to the identification of reporting units, the assignment of assets and liabilities to reporting units and estimating the fair value of a reporting unit.

Due to significant and sustained decline in the trading price of Parent’s common stock during the three months ended March 31, 2020, management concluded sufficient indicators of potential impairment were identified and that it was more-likely-than-not that goodwill was impaired and that a quantitative impairment test should be performed as of March 31, 2020. Although the long-range forecasts did not materially change from those used in performing the quantitative impairment test as of December 31, 2019, the fair value decreased due to the significant and sustained decline in the trading price of Parent’s common stock. Based on this decline in fair value, a Goodwill impairment charge of $81.4 million was recognized during the three months ended March 31, 2020.

(6) Restructuring and Asset Impairment Charges

Restructuring charges of $0.7 million and $1.8 million were recorded during the three months ended March 31, 2020 and 2019, respectively, based on restructuring activities impacting the Company’s employees and infrastructure, as well as an allocation of restructuring charges related to TiVo Corporation’s corporate and shared functional employees and infrastructure. Allocated restructuring charges related to TiVo Corporation’s corporate and shared functional employees and infrastructure were $0.1 million and less than $0.1 million during the three months ended March 31, 2020 and 2019, respectively.

Components of Restructuring and asset impairment charges were as follows (in thousands):

	Three Months Ended March 31,
	2020		2019
Facility-related costs	$	65	$	—
Severance costs		626		1,803
Restructuring and asset impairment charges	$	691	$	1,803

Components of accrued restructuring costs were as follows (in thousands):

	March 31, 2020		December 31, 2019
Severance costs	$	1,694	$	2,168
Accrued restructuring costs	$	1,694	$	2,168

The Company expects a substantial portion of the accrued restructuring costs to be paid by the end of 2020.

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2019 Transformation Plan

In connection with the May 2019 announcement of the TiVo Separation, the Company initiated certain activities to transform its business operations (the “2019 Transformation Plan”). As a result of the 2019 Transformation Plan, the Company is reducing headcount, moving certain positions to lower cost locations, rationalizing facilities and legal entities and terminating certain leases and other contracts. Restructuring activities related to the 2019 Transformation Plan for the three months ended March 31, 2020 were as follows (in thousands):

	Balance at Beginning of Period		Restructuring Expense		Cash Settlements			Non-Cash Settlements		Parent Company Investment		Other		Balance at End of Period
Severance costs	$	505	$	549	$	(786	)	$	—	$	119	$	—	$	387
Total	$	505	$	549	$	(786	)	$	—	$	119	$	—	$	387

The process of completing the TiVo Separation and the Xperi Combination has been, and is expected to continue to be, time-consuming and involve significant costs and expenses. During the three months ended March 31, 2020, the Company also recorded $1.2 million of Merger, separation and transformation costs that do not qualify as restructuring expenses during the three months ended March 31, 2020. These costs are primarily Selling, general and administrative costs and consist of employee-related costs, costs to establish certain stand-alone functions and information technology systems and other one-time transaction-related costs directly associated with the TiVo Separation or the Xperi Combination.

Profit Improvement Plan

In February 2018, TiVo Corporation announced its intention to explore strategic alternatives. In connection with exploring strategic alternatives, TiVo Corporation initiated certain cost saving actions (the “Profit Improvement Plan”). As a result of the Profit Improvement Plan, the Company moved certain positions to lower cost locations, eliminated layers of management and rationalized facilities resulting in severance costs and the termination of certain leases and other contracts. Restructuring activities related to the Profit Improvement Plan for the three months ended March 31, 2020 were as follows (in thousands):

	March 31, 2020
	Balance at Beginning of Period		Restructuring Expense		Cash Settlements			Non-Cash Settlements			Parent Company Investment		Other			Balance at End of Period
Facility-related costs	$	—	$	65	$	—		$	(65	)	$	—	$	—		$	—
Severance costs		1,522		77		(410	)		—			—		(24	)		1,165
Total	$	1,522	$	142	$	(410	)	$	(65	)	$	—	$	(24	)	$	1,165

As a result of actions associated with the Profit Improvement Plan, Restructuring charges of $1.8 million, primarily for severance-related benefits, were recognized in the three months ended March 31, 2019. The Profit Improvement Plan was substantially complete as of December 31, 2019.

Previous Restructuring Plans

As of March 31, 2020 and December 31, 2019, Accrued restructuring costs of $0.1 million and $0.1 million, respectively, are included in the Condensed Combined Balance Sheets related to previous restructuring plans.

(7) Commitments and Contingencies

Warranty

The Company accrues the estimated cost of product warranties at the time it recognizes revenue. The Company engages in extensive product quality programs and processes, including actively monitoring and

F-18

evaluating the quality of its component suppliers; however, contractual warranty terms, repair costs, average cost per call, current period product shipments and ongoing product failure rates, as well as specific product class failures outside of the Company’s baseline experience, affect the estimated warranty obligation. As of March 31, 2020 and December 31, 2019, accrued warranty was immaterial.

Guaranteed Minimum Purchase Obligation

On December 31, 2019, the Company entered into a contract requiring the Company to generate a minimum number of Qualified Referred Subscribers (as defined in the contract) over a 30-month period. In the event that the aggregate number of Qualified Referred Subscribers generated by the Company within the specified time period is less than the minimum guaranteed subscribers, the Company is required to pay an amount equal to the shortfall between the number of Qualified Referred Subscribers generated by the Company and the required minimum multiplied by a per Qualified Referred Subscribers fee, up to a maximum of $5.0 million. As of March 31, 2020, no amounts were accrued in the Condensed Combined Balance Sheets related to this contract as the Company believes it will be able to generate the minimum number of Qualified Referred Subscribers within the original 30-month period.

Inventory Purchase Commitment

The Company uses a contract manufacturer to provide manufacturing services for its products. During the normal course of business, in order to manage manufacturing lead times and help ensure adequate supply, the Company enters into agreements its contract manufacturer that either allow them to procure inventory based on criteria as defined by the Company or that establish the parameters defining the Company’s requirements. A significant portion of the Company’s purchase commitments arising from these agreements consist of firm, non-cancelable and unconditional purchase commitments. In certain instances, these agreements allow the Company the option to cancel, reschedule or adjust the Company’s requirements based on its business needs prior to firm orders being placed. As of March 31, 2020, the Company had total purchase commitments for inventory of $6.4 million, of which $1.2 million was accrued in the Condensed Combined Balance Sheets.

Indemnifications

In the normal course of business, the Company provides indemnifications of varying scopes and amounts to certain of its licensees against claims made by third parties arising out of the use and / or incorporation of the Company’s products, services and / or technologies into the licensees’ products and services. The Company has also indemnified certain customers and business partners for, among other things, the licensing of its products, the sale of its DVRs, and the provision of engineering and consulting services. The Company’s obligation under its indemnification agreements with customer and business partners would arise in the event a third-party filed a claim against one of the parties that was covered by the Company’s indemnification. Pursuant to these agreements, the Company may indemnify the other party for certain losses suffered or incurred by the indemnified party in connection with various types of claims, which may include, without limitation, intellectual property infringement, advertising and consumer disclosure laws, certain tax liabilities, negligence and intentional acts in the performance of services and violations of laws.

In some cases, the Company may receive tenders of defense and indemnity arising from products, services and / or technologies that are no longer provided by the Company due to TiVo Corporation having divested certain assets, but which were previously provided by the Company.

The term of the Company’s indemnification obligations is generally perpetual. The Company’s indemnification obligations are typically limited to the cumulative amount paid to the Company by the licensee under the license agreement; however, some license agreements, including those with the Company’s largest MSO and digital broadcast satellite providers, have larger limits or do not specify a limit on amounts that may be payable under the indemnity arrangements.

F-19

The Company cannot reasonably estimate the possible range of losses that may be incurred pursuant to its indemnification obligations, if any. Variables affecting any such assessment include, but are not limited to: the nature of the claim asserted; the relative merits of the claim; the financial ability of the party suing the indemnified party to engage in protracted litigation; the number of parties seeking indemnification; the nature and amount of damages claimed by the party suing the indemnified party; and the willingness of such party to engage in settlement negotiations. Due to the nature of the Company’s potential indemnity liability, the Condensed Combined Financial Statements could be materially adversely affected in a particular period by one or more of these indemnities.

Under certain circumstances, the Company may seek to recover some or all amounts paid to an indemnified party from its insurers. the Company does not have any assets held either as collateral or by third parties that, on the occurrence of an event requiring it to indemnify a customer, could be obtained and liquidated to recover all or a portion of the amounts paid pursuant to its indemnification obligations.

Legal Proceedings

The Company may be involved in various lawsuits, claims and proceedings, including, but not limited to, intellectual property, commercial and employment matters that arise in the normal course of business. The Company accrues a liability when management believes information available prior to the issuance of the financial statements indicates it is probable a loss has been incurred as of the date of the financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Legal costs are expensed as incurred.

The Company believes it has recorded adequate provisions for any such lawsuits, claims and proceedings and, as of March 31, 2020, it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in the Condensed Combined Financial Statements. Based on its experience, the Company believes that damage amounts claimed in these matters are not meaningful indicators of potential liability. Some of the matters pending against the Company involve potential compensatory, punitive or treble damage claims or sanctions, that, if granted, could require the Company to pay damages or make other expenditures in amounts that could have a material adverse effect on the Condensed Combined Financial Statements. Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters described herein cannot be predicted with certainty. While litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending against it. Nevertheless, the Condensed Combined Financial Statements could be materially adversely affected in a particular period by the resolution of one or more of these contingencies.

(8) Leases

Lease Details

The Company has operating leases for corporate offices, data centers and certain equipment. As of March 31, 2020, the Company’s leases have remaining lease terms of three months to nine years and the Company has an option to terminate certain leases within the next six years. Additionally, certain leases include options to extend the lease term for up to 10 years. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company subleases certain real estate to third parties. The sublease portfolio consists of operating leases for previously exited office space. Certain subleases include variable payments for operating costs. The subleases are generally co-terminus with the head lease, or shorter. Subleases do not include any residual value guarantees or restrictions or covenants imposed by the leases. Income from subleases is recognized as a reduction to Selling, general and administrative expenses.

F-20

The components of operating lease cost were as follows (in thousands):

	Three Months Ended March 31,
Classification	2020			2019
Fixed lease cost	$	3,452		$	3,961
Variable lease cost		993			1,205
Short-term lease cost		35			167
Less: Sublease income		(1,770	)		(1,939	)
Total operating lease cost	$	2,710		$	3,394

Supplemental cash flow information related to leases was as follows (in thousands):

	Three Months Ended March 31,
	2020			2019
Operating cash flows:
Cash paid for amounts included in the measurement of operating Lease liabilities	$	4,583		$	4,895
Non-cash activity:
Right-of-use assets obtained in exchange for operating Lease liabilities, net	$	—		$	1,902
Remeasurement of Right-of-use assets	$	(290	)	$	—

Supplemental balance sheet information related to operating leases was as follows (in thousands, except weighted average lease term and discount rate):

	March 31, 2020		December 31, 2019
Right-of-use assets	$	56,405	$	59,888
Lease liabilities - current	$	12,035	$	13,009
Lease liabilities - non current		58,303		61,603
Total Lease liabilities	$	70,338	$	74,612
Weighted average remaining lease term		6.0 years		6.0 years
Weighted average discount rate		6.7%		6.6%

Expected Lease Payments

As of March 31, 2020, aggregate expected lease payments were as follows (in thousands):

	Operating Lease Liabilities			Sublease Income			Net Operating Lease Payments
Remainder of 2020	$	12,312		$	(4,325	)	$	7,987
2021		16,604			(5,738	)		10,866
2022		13,712			(5,909	)		7,803
2023		11,681			(6,081	)		5,600
2024		11,995			(6,256	)		5,739
Thereafter		19,715			(7,214	)		12,501
Total lease payments		86,019			(35,523	)		50,496
Less: imputed interest		(15,681	)		—			(15,681	)
Total	$	70,338		$	(35,523	)	$	34,815

F-21

(9) Related Party Transactions and Parent Company Investment

Allocation of Corporate Expenses

The Condensed Combined Statements of Operations and Comprehensive Loss include an allocation of general corporate expenses from TiVo Corporation for certain management and support functions which are provided on a centralized basis by TiVo Corporation. These management and support functions include, but are not limited to, executive management, finance, legal, information technology, employee benefits administration, treasury, risk management, procurement and other shared services. These allocations were made on a direct usage basis when identifiable, with the remainder allocated on the basis of revenue, expenses, headcount or other relevant measures.

Management of the Company and TiVo Corporation consider these allocations to be a reasonable reflection of the utilization of services by, or the benefits provided to, the Company. These allocations may not, however, reflect the expense the Company would have incurred as a standalone company for the periods presented. Actual costs that may have been incurred if the Company had been a standalone company would depend on a number of factors, including the chosen organizational structure, whether functions were outsourced or performed by employees and decisions made in areas such as facilities, information technology and operating infrastructure.

Parent Company Investment

Parent company investment on the Condensed Combined Balance Sheets and Condensed Combined Statements of Equity represents TiVo Corporation’s historical investment in the Company, the net effect of transactions with and allocations from TiVo Corporation, the Company’s accumulated deficit and cumulative effect adjustments from the adoption of new accounting standards.

The components of the Net transfers from Parent on the Condensed Combined Statements of Equity were as follows (in thousands):

	Three Months Ended March 31,
	2020			2019
				(Restated)
Cash pooling and other financing activities	$	22,802		$	29,263
Dividends paid to Parent		(1,700	)		—
Equity-based compensation		5,039			6,472
Income taxes		(1,326	)		(1,422	)
Corporate allocations		(1,992	)		(2,588	)
Net transfers from Parent per Condensed Combined Statement of Equity	$	22,823		$	31,725

Net Transfers from Parent

A reconciliation of Net transfers from Parent on the Condensed Combined Statements of Equity to the corresponding amount on the Condensed Combined Statements of Cash Flows was as follows (in thousands):

	Three Months Ended March 31,
	2020			2019
				(Restated)
Net transfers from Parent per Condensed Combined Statement of Equity	$	22,823		$	31,725
Property and equipment, net		189			238
Restructuring		119			11
Equity-based compensation		(5,039	)		(6,472	)
Other		—			—
Net transfers from Parent per Condensed Combined Statement of Cash Flows	$	18,092		$	25,502

F-22

Senior Secured Credit Facility

On July 2, 2014, Rovi Corporation, as parent guarantor, and two of its wholly owned subsidiaries, Rovi Solutions Corporation and Rovi Guides, Inc., as borrowers, and certain of its other subsidiaries, as subsidiary guarantors, entered into a Credit Agreement (the “Prior Credit Agreement”). After the completion of the TiVo Acquisition, TiVo Corporation became a guarantor under the Prior Credit Agreement. On November 22, 2019, TiVo Corporation, as borrower, and certain of its subsidiaries, as guarantors entered into a new Credit Agreement (the “New Credit Agreement”) and paid off in full the outstanding balance of the Prior Credit Agreement. Until the separation, TiVo Corporation’s domestic assets allocated to TiVo Product serve as collateral for the New Credit Agreement.

(10) Equity-based Compensation

Certain of the Company’s employees participate in equity-based compensation plans sponsored by TiVo Corporation. TiVo Corporation’s equity-based compensation plans include incentive compensation plans and an employee stock purchase plan (“ESPP”). All awards granted under the plans are based on shares of TiVo Corporation’s common stock and, as such, are reflected in TiVo Corporation’s Condensed Consolidated Statements of Stockholders’ Equity and not in the Company’s Condensed Combined Statements of Equity. Equity-based compensation expense includes expense attributable to the Company based on the awards and terms previously granted to the Company’s employees and an allocation of TiVo Corporation’s corporate and shared functional employee expenses.

Restricted Awards and Stock Options

TiVo Corporation grants equity-based compensation awards from the Rovi 2008 Equity Incentive Plan (the “Rovi 2008 Plan”). The Rovi 2008 Plan permits the grant of restricted stock and restricted stock units (collectively, “restricted awards”), stock options and similar types of equity awards to employees, officers, directors and consultants of the Company. Restricted stock is considered outstanding at the time of grant as holders are entitled to voting rights on TiVo Corporation matters. Restricted awards are generally subject to a four-year graded vesting period, with annual vesting. Stock options generally have a four-year vesting periods, with one quarter of the grant vesting on the first anniversary of the grant, followed by monthly vesting thereafter. Stock options generally have a contractual term of seven years.

On the TiVo Acquisition Date, TiVo Corporation assumed the TiVo Solutions Inc. Amended and Restated 2008 Equity Incentive Award Plan (the “TiVo 2008 Plan”). TiVo Corporation amended and restated the TiVo 2008 Plan effective as of the closing of the TiVo Acquisition to be the TiVo Corporation Titan Equity Incentive Award Plan for purposes of awards granted following the TiVo Acquisition Date. The TiVo 2008 Plan permits the grant of restricted awards, stock options and similar types of equity awards to employees, officers, directors and consultants of the Company. Restricted stock is considered outstanding at the time of grant as holders are entitled to voting rights on TiVo Corporation matters. Restricted awards assumed from the TiVo 2008 Plan are generally subject to a three-year graded vesting period, with semi-annual vesting. Restricted awards issued by TiVo Corporation from the TiVo 2008 Plan are generally subject to a four-year graded vesting period, with annual vesting. Stock options assumed from the TiVo 2008 Plan generally have a four-year vesting period, with one quarter of the grant vesting on the first anniversary of the grant, followed by monthly vesting thereafter. Stock options assumed from the TiVo 2008 Plan generally have a contractual term of seven years.

TiVo Corporation also grants performance-based restricted stock units to certain of its senior officers for three-year performance periods. Vesting in the performance-based restricted stock units is subject to a market condition, as well as a service condition. Depending on the level of achievement, the maximum number of shares that could be issued on vesting generally could be up to 200% of the target number of performance-based restricted stock units granted. For awards subject to a market vesting condition, the fair value per award is fixed at the grant date and the amount of compensation expense is not adjusted during the performance period regardless of changes in the level of achievement of the market condition.

F-23

In June 2019, TiVo Corporation granted performance-based restricted stock units to certain of its senior officers with vesting conditioned on completion of a change-in-control event as defined in the grant agreement, as well as a service condition. For these awards, the fair value per award is estimated as the price of the TiVo Corporation’s common stock at the close of trading on the date of grant, less the present value of dividends expected to be paid during the vesting period. However, no compensation expense is recognized for these awards until the change-in-control event occurs, at which time the grant date fair value, adjusted for any forfeitures, would be recognized as compensation expense.

Employee Stock Purchase Plan

TiVo Corporation’s 2008 ESPP allows eligible employees to purchase shares of the TiVo Corporation’s common stock at a discount through payroll deductions. The ESPP consists of up to four consecutive six-month purchase periods within a twenty-four-month offering period. Employees purchase shares each purchase period at the lower of 85% of the market value of TiVo Corporation’s common stock at either the beginning of the offering period or the end of the purchase period.

Valuation Techniques and Assumptions

TiVo Corporation’s restricted awards are generally not eligible for dividend protection. The fair value of restricted awards subject to service or performance conditions is estimated as the price of TiVo Corporation’s common stock at the close of trading on the date of grant, less the present value of dividends expected to be paid during the vesting period. When a restricted stock award includes a post-vesting restriction on sale, the grant date fair value reflects a liquidity discount based on the expected post-vesting holding period.

A Monte Carlo simulation is used to estimate the fair value of restricted awards subject to market conditions with expected volatility estimated using the historical volatility of TiVo Corporation’s common stock.

TiVo Corporation uses the Black-Scholes-Merton option-pricing formula to estimate the fair value of ESPP shares. The Black-Scholes-Merton option-pricing formula uses complex and subjective inputs, such as the expected volatility of TiVo Corporation’s common stock over the expected term of the grant and projected employee exercise behavior. Expected volatility is estimated using a combination of historical volatility and implied volatility derived from publicly traded options on TiVo Corporation’s common stock. The expected term is estimated by calculating the period the award is expected to be outstanding based on historical experience and the terms of the grant. The risk-free interest rate is estimated based on the yield on U.S. Treasury zero-coupon bonds with remaining terms similar to the expected term at the grant date. For ESPP shares, TiVo Corporation assumes a constant dividend yield commensurate with the dividend yield on the grant date.

Weighted-average assumptions used to estimate the fair value of Parent equity-based compensation awards granted to the Company’s direct employees during the period were as follows:

	Three Months Ended March 31,
	2020		2019
ESPP shares:
Expected volatility		45.3%		52.3%
Expected term		1.3 years		1.3 years
Risk-free interest rate		1.4%		2.5%
Expected dividend yield		0.0%		6.6%

The number of awards expected to vest during the requisite service period is estimated at the time of grant using TiVo Corporation’s historical data and equity-based compensation is only recognized for awards for which the requisite service is expected to be rendered. Forfeiture estimates are revised during the requisite service period and the effect of changes in the number of awards expected to vest during the requisite service period is recognized on a cumulative basis in the period estimates are revised.

F-24

The weighted-average grant date fair value of equity-based awards (per award) and pre-tax equity-based compensation expense (in thousands) for the Company’s direct employees was as follows:

	Three Months Ended March 31,
	2020		2019
Weighted average grant date fair value
Restricted awards	$	7.64	$	8.58
ESPP shares	$	3.91	$	3.42
Equity-based compensation
Pre-tax equity-based compensation, excluding amounts included in restructuring expense	$	3,318	$	3,632

Pre-tax equity-based compensation, excluding amounts included in restructuring expense, includes an allocation of TiVo Corporation’s corporate and shared functional employee’s costs of $1.6 million and $2.6 million in the three months ended March 31, 2020 and 2019, respectively.

As of March 31, 2020, there was $27.7 million of unrecognized compensation cost, net of estimated forfeitures, related to unvested equity-based awards granted to the Company’s direct employees, which is expected to be recognized over a remaining weighted average period of 2.5 years. The unrecognized compensation cost, net of estimated forfeitures, excludes $0.2 million of unrecognized compensation cost related to performance-based restricted stock units with vesting conditioned on completion of a change-in-control event for the Company’s direct employees.

Equity-Based Compensation Award Activity

Activity related to the Company’s direct employee’s restricted awards for the three months ended March 31, 2020 was as follows:

	Restricted Awards (In Thousands)			Weighted-Average Grant Date Fair Value
Outstanding as of beginning of period		3,124		$	10.31
Granted		250		$	7.64
Vested		(93	)	$	15.63
Forfeited		(252	)	$	10.03
Outstanding as of end of period		3,029		$	9.50

The aggregate fair value of restricted awards vested for the Company’s direct employees during the three months ended March 31, 2020 and 2019 was $0.7 million and $1.7 million, respectively.

(11) Income Taxes

Components of Income tax (benefit) expense were as follows (in thousands):

	Three Months Ended March 31,
	2020			2019
				(Restated)
Foreign withholding tax	$	1,326		$	1,422
Federal income tax		78			125
State income tax		31			(150	)
Goodwill impairment		(1,702	)		—
Foreign income tax		17			747
Income tax (benefit) expense	$	(250	)	$	2,144

F-25

The Company believes it has provided adequate reserves for all tax deficiencies or reductions in tax benefits that could result from U.S. federal, state and foreign tax audits. The Company regularly assesses the potential outcomes of these audits in order to determine the appropriateness of its tax positions. Adjustments to accruals for unrecognized tax benefits are made to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular income tax audit. However, income tax audits are inherently unpredictable and there can be no assurance the Company will accurately predict the outcome of these audits. The amounts ultimately paid on resolution of an audit could be materially different from the amounts previously recognized, and therefore the resolution of one or more of these uncertainties in any particular period could have a material adverse impact on the Condensed Combined Financial Statements.

(12) Subsequent Events

The Company evaluated subsequent events for recognition or disclosure through May 28, 2020, the date Condensed Combined Financial Statements were available to be issued.

F-26

EX-99.5

Exhibit 99.5

Important Notice Regarding the Availability of Materials

XPERI HOLDING CORPORATION

You are receiving this communication because you hold securities in Xperi Holding Corporation (“Xperi”). Xperi previously announced that it intends to separate its product business from the remaining intellectual property licensing business. Xperi Inc. (“Xperi Inc.”) is the parent company for Xperi’s product business.

To effect the separation, Xperi will distribute on a pro rata basis to its stockholders all of the issued and outstanding shares of Xperi Inc. common stock held by it. Immediately following the distribution, which will be effective as of the date and time referenced in the information statement that Xperi Inc. has prepared in connection with the spin-off, Xperi Inc. will be an independent, publicly traded company. Xperi is not soliciting proxy or consent authority in connection with the spin-off.

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