ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT, dated as of April 9, 2008 (the “ Agreement ”), is by and
between Intel Corporation, a Delaware corporation (the “ Seller ”), and EMCORE Corporation, a New Jersey
corporation (the “ Buyer ”). Seller and Buyer are sometimes referred to as the “ Parties ” and each individually
as a “ Party .” All capitalized terms have the meanings ascribed to such terms in Article I or as otherwise defined
A. Seller and certain of its Subsidiaries desire to sell to Buyer, and Buyer desires to acquire from
Seller and certain of its Subsidiaries, the Transferred Assets, and Buyer is willing to assume the Assumed
Liabilities, all upon the terms and conditions set forth in this Agreement.
B. In connection with the transactions contemplated by this Agreement, Buyer and Seller also
intend to enter into certain other agreements, including, but not limited to, the Transition Services Agreement and
the Intellectual Property Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual representations, warranties,
covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
. Capitalized terms used in this Agreement shall have the respective meanings ascribed to such terms in
Appendix A to this Agreement.
Defined Terms Generally
. The definitions set forth in Appendix A or otherwise referred to in this Agreement shall apply equally to
both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”. The words “hereof”, “herein”