10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2012

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                    

Commission file number: 000-23193

APPLIED MICRO CIRCUITS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	94-2586591
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
215 Moffett Park Drive, Sunnyvale, CA	94089
(Address of principal executive offices)	(zip code)

Registrant’s telephone number, including area code:

(408) 542-8600

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

Title of Each Class	Name of Exchange on Which Registered
Common Stock, $0.01 par value	The Nasdaq Global Select Market

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

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

Large accelerated filer	¨	Accelerated filer	þ
Non-accelerated filer	¨    (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).    Yes  ¨    No  þ

The aggregate market value of the voting common stock held by non-affiliates of the registrant, based upon the closing sale price of the registrant’s common stock on September 30, 2011 (the last day of the registrant’s second quarter of fiscal 2012) as reported on the Nasdaq Global Select Market, was approximately $275,724,000. Shares of common stock held by each officer and director and by each person who then owned 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The registrant has no non-voting common stock.

There were 62,084,504 shares of the registrant’s common stock issued and outstanding as of April 30, 2012.

Documents Incorporated by Reference

The following document is incorporated by reference in Part III (Items 10, 11, 12, 13 and 14) of this Annual Report on Form 10-K: portions of registrant’s definitive proxy statement for its annual meeting of stockholders to be held on August 14, 2012 which will be filed with the Securities and Exchange Commission within 120 days of March 31, 2012.

EXPLANATORY NOTE

Applied Micro Circuits Corporation (the “Company”) is filing this Amendment No. 1 (the “Amendment”) to the Annual Report on Form 10-K for the fiscal year ended March 31, 2012, which was filed on May 17, 2012 (the “Original Filing”). The sole purpose of the Amendment is to re-file Exhibits 10.66, 10.68, 10.69 and 10.70 in response to comments received from the staff of the Securities and Exchange Commission relating to a confidential treatment request that the Company submitted in connection with certain portions of such exhibits filed with the Original Filing.

Except as described above, the Original Filing has not been amended or updated. Accordingly, the Amendment should be read in conjunction with the Original Filing. The information contained in the Amendment does not reflect events occurring after the filing of the Original Filing.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a) The following documents are filed as part of this Annual Report:

(1) Financial Statements

The financial statements of the Company are included herein as required under Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report. See Index to Financial Statements on page F-l.

(2) Financial Statement Schedule

For the three fiscal years ended March 31, 2012 — Schedule II Valuation and Qualifying Accounts

Schedules not listed above have been omitted because information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

(3) Exhibits (numbered in accordance with Item 601 of Regulation S-K)

See Part IV, Item 15(b) below.

(b) The following exhibits are filed or incorporated by reference into this Annual Report:

    2.1(8)+< Agreement and Plan of Merger by and among the Company, Espresso Acquisition Corporation, Veloce Technologies, Inc. and the Stockholders’ Representative named therein, dated May 17, 2009.

1

2.2(17)+<	Stock Purchase Agreement among the Company, TPack A/S, Slottsbacken Fund II KY, Slottsbacken Fund Two KB, Vaekstfonden and Novi A/S, and the Sellers’ Representative named therein, dated as of August 17, 2010.
2.3(17)+	Amendment No. 1 to Stock Purchase Agreement by and among the Company and Vaekstfonden, as Sellers’ Representative, dated September 17, 2010.
2.4(18)+<	Amendment No. 1 to Agreement and Plan of Merger by and among the Company, Espresso Acquisition Corporation, Veloce Technologies, Inc., and the Stockholders’ Representative named therein, dated November 8, 2010.
2.5^(20)<	Amendment No. 2 to Agreement and Plan of Merger by and among the Company, Espresso Acquisition Corporation, Veloce Technologies, Inc., Veloce Technologies LLC and the Stockholders’ Representative named therein, dated April 5, 2012.
3.1(1)	Amended and Restated Certificate of Incorporation of the Company.
3.3(13)	Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company.
3.2(17)	Amended and Restated Bylaws of the Company.
4.1(2)	Specimen Stock Certificate.
10.1(2)*	Form of Indemnification Agreement between the Company and each of its officers and directors.
10.2(12)*	Form of Restricted Stock Unit Agreement under the 1992 Equity Incentive Plan.
10.2(19)*	Applied Micro Circuits Corporation 2011 Equity Incentive Plan
10.3(12)*	Form of Option Agreement under the 1992 Equity Incentive Plan.
10.4(12)*	1992 Equity Incentive Plan.
10.5(7)*	1997 Directors’ Stock Option Plan, as amended, and form of Option Agreement.
10.6(2)*	401(k) Plan effective April 1, 1985 and form of Enrollment Agreement.
10.24(4)*	1998 Employee Stock Purchase Plan and form of Subscription Agreement.
10.33(3)*	2000 Equity Incentive Plan, as amended, and form of Option Agreement.
10.34(12)*	Form of Restricted Stock Unit Agreement under the 2000 Equity Incentive Plan.
10.38(3)*	AMCC Deferred Compensation Plan.
10.42(6)+	Patent License Agreement between the Company and IBM dated September 28, 2003.
10.43(6)+	Intellectual Property Agreement between the Company and IBM dated September 28, 2003.
10.53(10)*	Offer of Employment dated September 14, 2005 by and between the Company and Robert Gargus.
10.58(11)*	Executive Severance Benefit Plan, as amended and restated on October 19, 2011.
10.60(14)+	Qualcomm Patent Purchase Agreement dated July 11, 2008.
10.61(14)+	Qualcomm Patent Purchase Amendment dated July 11, 2008.
10.62(15)	LSI Asset Purchase Agreement dated April 5, 2009 and Amendment No. 1 dated April 20, 2009.
10.63(9)+*	Consulting Agreement with Cynthia J. Moreland entered into on October 21, 2009.
10.65(16)*	Employment agreement dated December 29, 2009 by and between the Company and William Caraccio.
10.66^	Development Agreement dated May 17, 2009, by and between the Company and Veloce Technologies, Inc.
10.67(20)^	First Amendment to Development Agreement dated as of November 8, 2010, by and between the Company and Veloce Technologies, Inc.
10.68^	Second Amendment to Development Agreement dated as of July 18, 2011, by and between the Company and Veloce Technologies, Inc.

2

10.69^	Technology License Agreement, dated as of March 31, 2009 between ARM Limited and the Company, including without limitation Annex 1 thereto (“TLA Annex 1”).
10.70^	Amendment One to Technology License Agreement, dated March 31, 2010 between ARM Limited and the Company.
10.71(20)^	Amendment Two to Technology License Agreement, dated July 14, 2010 between ARM Limited and the Company.
10.72(20)^	Amendment One to TLA Annex 1, dated August 17, 2010, between ARM Limited and the Company.
10.73(20)^	Amendment Two to TLA Annex 1, dated October 5, 2010, between ARM Limited and the Company.
10.74(20)^	Amendment Three to TLA Annex 1, dated December 1, 2011, between ARM Limited and the Company.
11.1(5)	Computation of Per Share Data under ASC Topic 260-10.
21.1(20)	Subsidiaries of the Registrant.
23.1(20)	Consent of Independent Registered Public Accounting Firm – KPMG LLP.
24.1(20)	Power of Attorney. Reference is made to the signature page of this Annual Report.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
32.1(20)	Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2(20)	Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS(20)	XBRL Instance Document
101.SCH(20)	XBRL Taxonomy Extension Schema Document
101.CAL(20)	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF(20)	XBRL Taxonomy Extension Definition Linkbase
101.LAB(20)	XBRL Taxonomy Extension Label Linkbase Document
101.PRE(20)	XBRL Taxonomy Extension Presentation Linkbase Document

* Management contract or compensatory plan.

+ The Company has been granted confidential treatment for certain portions of these agreements and certain terms and conditions have been redacted from the exhibits. Omitted portions have been filed separately with the SEC.

^ The Company has requested confidential treatment for certain portions of these agreements and certain terms and conditions have been redacted from the exhibits. Omitted portions have been filed separately with the SEC.

< Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

(1) Incorporated by reference to Exhibit 3.2 filed with the Company’s Registration Statement (No. 333-37609) filed October 10, 1997, and as amended by Exhibit 3.3 filed with the Company’s Registration Statement (No. 333-45660) filed September 12, 2000 and Exhibit 3.1 filed with the Company’s Current Report on Form 8-K filed on December 11, 2007.

3

(2) Incorporated by reference to identically numbered exhibit filed with the Company’s amended Registration Statement (No. 333-37609) filed November 12, 1997 which registration statement became effective November 24, 1997.

(3) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q (No. 000-23193) for the quarter ended June 30, 2002.

(4) Incorporated by reference to identically numbered exhibit filed with the Company’s Annual Report on Form 10-K (No. 000-23193) for the year ended March 31, 2001.

(5) The Computation of Per Share Data under ASC Topic 260-10 is included in the Notes to the Consolidated Financial Statements included in this Annual Report.

(6) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q (No. 000-23193) for the quarter ended September 30, 2003.

(7) Effective March 31, 2005, our Board of Directors terminated our 1997 Directors’ Stock Option Plan (the “Directors Plan”). The Directors Plan provided for the automatic grant of stock options to our non-employee directors upon initial election to the Board of Directors and annually thereafter. The termination of the Directors Plan will not affect any stock options previously granted pursuant to the Directors Plan.

(8) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2009.

(9) Incorporated by reference as Exhibit 10.1 filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2009.

(10) Incorporated by reference as Exhibit 10.2 filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2009.

(11) Incorporated by reference to Exhibit 10.67 filed with the Company’s Current Report on Form 8-K filed October 26, 2011.

(12) Incorporated by reference to identically numbered exhibit filed with the Company’s Annual Report on Form 10-K for the year ended March 31, 2007.

(13) Incorporated by reference to Exhibit 3.1 filed with the Company’s Current Report on Form 8-K filed on December 11, 2007.

(14) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.

(15) Incorporated by reference to identically numbered exhibit filed with the Company’s Annual Report on Form 10-K for the year ended March 31, 2009.

(16) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.

(17) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.

(18) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2010.

(19) Incorporated by reference to Exhibit 10.66 filed with the Company’s Current Report on Form 8-K filed on August 10, 2011.

(20) Incorporated by reference to identically numbered exhibit filed with the Company’s Annual Report on Form 10-K for the year ended March 31, 2012.

4

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Amendment No. 1 to the Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

APPLIED MICRO CIRCUITS CORPORATION
By:	/S/    DR. PARAMESH GOPI
	Dr. Paramesh Gopi
	President and Chief Executive Officer

Date: November 2, 2012

5

Exhibit Index

2.1(8)+ <	Agreement and Plan of Merger by and among the Company, Espresso Acquisition Corporation, Veloce Technologies, Inc. and the Stockholders’ Representative named therein, dated May 17, 2009.
2.2(17)+<	Stock Purchase Agreement among the Company, TPack A/S, Slottsbacken Fund II KY, Slottsbacken Fund Two KB, Vaekstfonden and Novi A/S, and the Sellers’ Representative named therein, dated as of August 17, 2010.
2.3(17)+	Amendment No. 1 to Stock Purchase Agreement by and among the Company and Vaekstfonden, as Sellers’ Representative, dated September 17, 2010.
2.4(18)+<	Amendment No. 1 to Agreement and Plan of Merger by and among the Company, Espresso Acquisition Corporation, Veloce Technologies, Inc., and the Stockholders’ Representative named therein, dated November 8, 2010.
2.5^(20)<	Amendment No. 2 to Agreement and Plan of Merger by and among the Company, Espresso Acquisition Corporation, Veloce Technologies, Inc., Veloce Technologies LLC and the Stockholders’ Representative named therein, dated April 5, 2012.
3.1(1)	Amended and Restated Certificate of Incorporation of the Company.
3.3(13)	Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company.
3.2(17)	Amended and Restated Bylaws of the Company
4.1(2)	Specimen Stock Certificate.
10.1(2)*	Form of Indemnification Agreement between the Company and each of its officers and directors.
10.2(12)*   10.2(19)*	Form of Restricted Stock Unit Agreement under the 1992 Equity Incentive Plan. Applied Micro Circuits Corporation 2011 Equity Incentive Plan
10.3(12)*	Form of Option Agreement under the 1992 Equity Incentive Plan.
10.4(12)*	1992 Equity Incentive Plan.
10.5(7)*	1997 Directors’ Stock Option Plan, as amended, and form of Option Agreement.
10.6(2)*	401(k) Plan effective April 1, 1985 and form of Enrollment Agreement.
10.24(4)*	1998 Employee Stock Purchase Plan and form of Subscription Agreement.
10.33(3)*	2000 Equity Incentive Plan, as amended, and form of Option Agreement.
10.34(12)*	Form of Restricted Stock Unit Agreement under the 2000 Equity Incentive Plan.
10.38(3)*	AMCC Deferred Compensation Plan.
10.42(6)+	Patent License Agreement between the Company and IBM dated September 28, 2003.
10.43(6)+	Intellectual Property Agreement between the Company and IBM dated September 28, 2003.
10.53(10)*	Offer of Employment dated September 14, 2005 by and between the Company and Robert Gargus.
10.58(11)*	Executive Severance Benefit Plan, as amended and restated on October 19, 2011.
10.60(14)+	Qualcomm Patent Purchase Agreement dated July 11, 2008.
10.61(14)+	Qualcomm Patent Purchase Amendment dated July 11, 2008.
10.62(15)	LSI Asset Purchase Agreement dated April 5, 2009 and Amendment No. 1 dated April 20, 2009.
10.63(9)+*	Consulting Agreement with Cynthia J. Moreland entered into on October 21, 2009.
10.65(16)*	Employment agreement dated December 29, 2009 by and between the Company and William Caraccio.
10.66 ^	Development Agreement dated May 17, 2009, by and between the Company and Veloce Technologies, Inc.
10.67(20)^	First Amendment to Development Agreement dated as of November 8, 2010, by and between the Company and Veloce Technologies, Inc.

10.68 ^	Second Amendment to Development Agreement dated as of July 18, 2011, by and between the Company and Veloce Technologies, Inc.
10.69 ^	Technology License Agreement, dated as of March 31, 2009 between ARM Limited and the Company, including without limitation Annex 1 thereto (“TLA Annex 1”).
10.70 ^	Amendment One to Technology License Agreement, dated March 31, 2010 between ARM Limited and the Company.
10.71(20)^	Amendment Two to Technology License Agreement, dated July 14, 2010 between ARM Limited and the Company.
10.72(20)^	Amendment One to TLA Annex 1, dated August 17, 2010, between ARM Limited and the Company.
10.73(20)^	Amendment Two to TLA Annex 1, dated October 5, 2010, between ARM Limited and the Company.
10.74(20)^	Amendment Three to TLA Annex 1, dated December 1, 2011, between ARM Limited and the Company.
11.1(5)	Computation of Per Share Data under ASC Topic 260-10.
21.1(20)	Subsidiaries of the Registrant.
23.1(20)	Consent of Independent Registered Public Accounting Firm – KPMG LLP.
24.1(20)	Power of Attorney. Reference is made to the signature page of this Annual Report.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
32.1(20)	Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2(20)	Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS(20)	XBRL Instance Document
101.SCH(20)	XBRL Taxonomy Extension Schema Document
101.CAL(20)	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF(20)	XBRL Taxonomy Extension Definition Linkbase
101.LAB(20)	XBRL Taxonomy Extension Label Linkbase Document
101.PRE(20)	XBRL Taxonomy Extension Presentation Linkbase Document

* Management contract or compensatory plan.

+ The Company has been granted confidential treatment for certain portions of these agreements and certain terms and conditions have been redacted from the exhibits. Omitted portions have been filed separately with the SEC.

^ The Company has requested confidential treatment for certain portions of these agreements and certain terms and conditions have been redacted from the exhibits. Omitted portions have been filed separately with the SEC.

< Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

(1) Incorporated by reference to Exhibit 3.2 filed with the Company’s Registration Statement (No. 333-37609) filed October 10, 1997, and as amended by Exhibit 3.3 filed with the Company’s Registration Statement (No. 333-45660) filed September 12, 2000 and Exhibit 3.1 filed with the Company’s Current Report on Form 8-K filed on December 11, 2007.

(2) Incorporated by reference to identically numbered exhibit filed with the Company’s amended Registration Statement (No. 333-37609) filed November 12, 1997 which registration statement became effective November 24, 1997.

(3) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q (No. 000-23193) for the quarter ended June 30, 2002.

(4) Incorporated by reference to identically numbered exhibit filed with the Company’s Annual Report on Form 10-K (No. 000-23193) for the year ended March 31, 2001.

(5) The Computation of Per Share Data under ASC Topic 260-10 is included in the Notes to the Consolidated Financial Statements included in this Annual Report.

(6) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q (No. 000-23193) for the quarter ended September 30, 2003.

(7) Effective March 31, 2005, our Board of Directors terminated our 1997 Directors’ Stock Option Plan (the “Directors Plan”). The Directors Plan provided for the automatic grant of stock options to our non-employee directors upon initial election to the Board of Directors and annually thereafter. The termination of the Directors Plan will not affect any stock options previously granted pursuant to the Directors Plan.

(8) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2009.

(9) Incorporated by reference as Exhibit 10.1 filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2009.

(10) Incorporated by reference as Exhibit 10.2 filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2009.

(11) Incorporated by reference to Exhibit 10.67 filed with the Company’s Current Report on Form 8-K filed October 26, 2011.

(12) Incorporated by reference to identically numbered exhibit filed with the Company’s Annual Report on Form 10-K for the year ended March 31, 2007.

(13) Incorporated by reference to Exhibit 3.1 filed with the Company’s Current Report on Form 8-K filed on December 11, 2007.

(14) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.

(15) Incorporated by reference to identically numbered exhibit filed with the Company’s Annual Report on Form 10-K for the year ended March 31, 2009.

(16) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.

(17) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.

(18) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2010.

(19) Incorporated by reference to Exhibit 10.66 filed with the Company’s Current Report on Form 8-K filed on August 10, 2011.

(20) Incorporated by reference to identically numbered exhibit filed with the Company’s Annual Report on Form 10-K for the year ended March 31, 2012.

EX-10.66

Exhibit 10.66

*** TEXT OMITTED AND FILED SEPARATELY

CONFIDENTIAL TREATMENT REQUESTED

UNDER 17 C.F.R. §§ 200.80(B)(4)

AND 240.24B-2

DEVELOPMENT AGREEMENT

This Development Agreement (this “Agreement”) is entered into as of May 17, 2009 (the “Effective Date”) by and between Applied Micro Circuits Corporation, a Delaware corporation having a place of business at 215 Moffett Park Drive, Sunnyvale, CA 94089 (“AMCC”) and Veloce Technologies, Inc., a Delaware corporation having a place of business at 20813 Stevens Creek Boulevard, Suite 100, Cupertino, CA 95014 (“Company”). As used herein, AMCC and Company are referred to herein individually as a “Party” and collectively, as the “Parties.”

Background

WHEREAS, concurrently with the execution of this Agreement, AMCC, Company, Espresso Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of AMCC (“Merger Sub”), and Jeffrey Harrell, an individual, as representative of the stockholders of Company, are entering into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub shall be merged with and into Company, the separate existence of Merger Sub shall cease and Company will continue as the surviving corporation in the merger and shall continue its existence under the laws of the State of Delaware, in accordance with the terms provided therein (the “Merger”); and

WHEREAS, concurrently with the execution of this Agreement and the Merger Agreement, AMCC, Company, certain securityholders of Company and Jeffrey Harrell, an individual, as the purchaser representative, are entering into a Securityholder Agreement (the “Securityholder Agreement”) pursuant to which such securityholders agree to certain voting provisions with respect to their shares of Company common stock, and certain restrictions on the transferability thereof, and Company agrees not to issue additional equity interests in Company except in accordance with the terms of such agreement; and

WHEREAS, the Parties desire for Company to develop for AMCC one or more PowerPC processors that meet certain specifications provided in the Merger Agreement, pursuant to the terms and conditions of this Agreement and the Merger Agreement.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration received and to be received by the Parties hereunder, the Merger Agreement and Securityholder Agreement, the Parties agree to the following:

Agreement

1. DEFINITIONS. As used in this Agreement:

1.1 “Affiliate” of a Party means any person or entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means ownership of fifty percent (50%) or more of the outstanding voting securities (but only as long as such person or entity meets these requirements).

1

*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

1.2 “AMCC Confidential Information” means any and all information related to the Project, the business of AMCC or any Affiliate of AMCC, AMCC Technology, and Work Product, including without limitation, trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties provided to AMCC or its Affiliates in confidence, that AMCC considers to be confidential or proprietary.

1.3 “AMCC Technology” means any Technology that is developed, acquired, or otherwise obtained by AMCC either prior to or during the term of this Agreement, other than the Work Product.

1.4 “Company Background Technology” means any Technology used by Company in connection with the performance of the Project or incorporated by Company into any Work Product, that is developed, acquired, or otherwise obtained by Company prior to the commencement of the Project.

1.5 “Company Confidential Information” means any and all information related to the business of Company or Company Background Technology, including without limitation, trade secrets, technical information, business forecasts and strategies, marketing plans, personnel information, financial data, and proprietary information of third parties provided to Company, that Company considers to be confidential or proprietary.

1.6 “Confidential Information” means AMCC Confidential Information or Company Confidential Information.

1.7 “Intellectual Property Rights” means all copyrights, mask work rights, moral rights, patent rights, trademark rights, trade secret rights, and any other proprietary rights of any kind in any jurisdiction.

1.8 “Project” means the development of a PowerPC processor as described in Section 2.1.

1.9 “Technology” means data, know-how, methods, processes, techniques, proprietary information, specifications, protocols, schematics, designs, diagrams, layouts, inventions (whether or not patentable), apparatuses, hardware, products, devices, algorithms, software, software code (in any form including source code and object code or executable code), user interfaces, and other forms of technology.

1.10 “Work Product” means (i) all Technologies, in any stage of development, that Company conceives, creates, develops, or reduces to practice in connection with performing the Project, and (ii) all tangible embodiments (including models, presentations, prototypes, reports, samples, and summaries) of each item of such Technologies.

2

*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

2. ENGAGEMENT

2.1 Project. Company will use diligent efforts to develop a 40 nm PowerPC processor module as further described in Exhibit A, which meets the specifications and the requirements provided in the Merger Agreement (as such specifications and requirements may be amended from time to time in accordance with the terms hereof, the “Design Requirements”). The Company will meet all of the milestones provided in Exhibit B (the “Milestones”) by the applicable due dates specified therein.

2.2 No Subcontracting. Company will perform the Project in accordance with the terms of this Agreement. Company will not subcontract or otherwise delegate any of Company’s obligations under this Agreement, without the prior written consent of AMCC, which consent may be withheld in AMCC’s sole discretion; provided that the Company may use third-party contractors in the Company’s discretion so long as such contractors meet the requirements of Section 2.7 hereof and Company is responsible for their compliance with the applicable terms and conditions of this Agreement, including but not limited to Sections 4 and 5.5.

2.3 Facility. Company will perform the Project at […***…] in […***…], California (the “Facility”). While on […***…] Facility, Company agrees to comply with, and require its employees and agents to comply with, […***…] then-current access rules and procedures, including those procedures pertaining to safety, security, and confidentiality.

2.4 Change Orders. At any time, AMCC may propose a change to the Project (“Change Request”). As soon as reasonably practicable, but no later than thirty (30) days after receipt of the Change Request, Company and AMCC will discuss the feasibility and schedule for implementing the Change Request. No Change Request will be implemented by Company until both Parties have agreed in writing to implement such Change Request.

2.5 Cooperation. The Parties will cooperate with and assist each other in connection with the Project. Such cooperation and assistance will include, in addition to any duties or responsibilities of the Parties set forth in this Agreement, each Party providing to the other Party in a timely manner all information and materials reasonably necessary for the other Party to perform its obligations with respect to the Project.

2.6 Project Managers. Within two (2) days after the Effective Date, each Party will appoint a project manager who will serve as such Party’s primary representative for the Project (a “Project Manager”). The Project Manager for Company must be reasonably acceptable to AMCC. Company may not change its Project Manager without the prior written consent of AMCC which consent shall not be unreasonably withheld. The Project Manager for AMCC must be reasonably acceptable to the Company. AMCC may not change its Project Manager without the prior written consent of the Company which consent shall not be unreasonably withheld. For purposes of this Section 2.6, (i) […***…] shall be deemed to be acceptable by the Company and (ii) […***…] shall be deemed to be acceptable by AMCC.

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

2.7 Employee Qualifications. Company will ensure that all employees performing the Project are highly qualified and have the requisite expertise and skill set necessary to complete the Project.

2.8 Cost. Except as provided in Sections 2.9, 3.4 and 3.6 or as set forth in the Merger Agreement, Company will be solely responsible for its own personnel who are involved in the Project, including all costs and expenses related to their employment and participation in the Project, as well as any other costs and expenses incurred in the course of performing the Project.

2.9 […***….] AMCC will be responsible for providing Company, at AMCC’s cost and expense, access and license to use (i) […***…] identified by Company and approved by AMCC in the number of licenses that are reasonably required for the development under the Project solely for purposes of performing the Project and (ii) […***…] To the extent that AMCC has the right to do so, AMCC will supply Company: (a) necessary technology information (e.g., […***…]; (b) necessary […***…] whether internally created within AMCC or supplied externally by other parties; and (c) at AMCC’s expense, […***…]. To the extent that any of the foregoing licenses are provided under a sublicense from AMCC, Company agrees that its use of the foregoing will be in a manner in accordance with the licenses granted to AMCC.

2.10 Technology Review and Project Materials. Company and AMCC will meet periodically, but no less than quarterly, to discuss the status of the Project, including the status of Milestones and to jointly perform technical review of the PowerPC processor in development. Company will cooperate with AMCC in connection with these meetings and technical review and at each such meeting provide to AMCC all materials, information and personnel that are necessary or relevant to such meetings and technical review and disclose in writing to AMCC the identities of all employees and technical consultants of Company as of such time. All documents and materials developed or created in the course of performing the Project will be subject to inspection by AMCC during normal business hours and with reasonable advance notice. The Company will store on AMCC’s network all documents, data, files, and other electronic materials created or developed in the course of performing the Project; provided that (i) AMCC shall provide the Company with an archival image of such materials within seven (7) days after AMCC completes its monthly archive of such materials and (ii) the Company shall be entitled to retain an image of such materials.

2.11 Exclusive Engagement. Except with respect to the individuals and the entity set forth on Schedule 2.11 hereof, Company agrees that, during the term of this Agreement, Company will devote all of its employees, consultants and other agents, and its resources, in performing the Project exclusively for AMCC. Company will refrain from any activity and will not enter into any agreement or make any commitment, or omit to do either of the foregoing, if such action or inaction is inconsistent or incompatible with Company’s obligations under this Agreement, including Company’s ability to perform the Project. Specifically, Company will not engage in any activities to design or develop any Technology or Intellectual Property Rights, or product, either for itself or for any third party, other than the Project.

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

2.12 Independent Company Relationship. Company’s relation to AMCC under this Agreement is that of an independent contractor. Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between AMCC, on the one hand, and any of Company or Company’s employees or agents, on the other hand. Company is not the agent of AMCC and is not authorized, and must not represent to any third party that it is authorized, to make any commitment or otherwise act on behalf of AMCC. Without limiting the generality of the foregoing: (i) neither Company nor any of its employees or agents is entitled to or eligible for any benefits that AMCC may make available to its employees; (ii) AMCC will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on behalf of Company or any of its employees or agents; and (iii) Company is solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of fees to Company under this Agreement, and agrees to do so in a timely manner.

3. PAYMENT

3.1 Loan. In consideration for Company’s performance of the Project and other promises set forth therein, AMCC has provided Company a loan in the aggregate amount of $1.5 Million (together with any outstanding amount previously loaned by AMCC to Company, the “Loan”) in the form attached as Exhibit C (“Promissory Note”). Subject to the terms set forth in the Promissory Note, AMCC will forgive repayment of up to all of the principal outstanding under the Loan, and any accrued and unpaid interest thereon.

3.2 Warrant. In consideration for Company’s performance of the Project, within ten (10) days after the Effective Date, AMCC will issue Company a warrant to purchase an aggregate of 658,000 shares of common stock of AMCC, par value $0.01 per share (subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like), in the form attached as Exhibit D (the “Warrant”).

3.3 Quarterly Payments. In consideration for Company’s performance of the Project, during the term of this Agreement, AMCC will pay Company up to the full quarterly payment (each, a “Quarterly Payment”), for up to twelve (12) consecutive calendar quarters (each a “Calendar Quarter”) (or portions thereof), commencing with the Calendar Quarter in which this Agreement is entered into (the “Quarterly Payment Period”), subject to such shorter period provided under Section 9.4.2 in the event of a Good Faith Allegation of Breach (as defined in Section 9.4.2), provided that AMCC may deduct from each Quarterly Payment for a Calendar Quarter […***…] with respect to such Calendar Quarter and with respect to any prior Calendar Quarter that was not deducted from a Quarterly Payment. The first Quarterly Payment hereunder shall be an amount equal to (a) $1.5 Million, plus (b) an amount equal to $1.5 Million multiplied by the quotient obtained by dividing (I) the number of days between the Effective Date and June 30, 2009, inclusive, by (II) ninety-one (91) (such amount in this clause (b), the “Stub Amount”), which shall be made on or before July 10, 2009. The second (2nd) through eleventh (11th) Quarterly Payment hereunder shall be an amount equal to $1.5 Million, which shall be made within ten (10) days after the beginning of the applicable Calendar Quarter. The

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

twelfth (12th) Quarterly Payment hereunder shall be an amount equal to $1.5 Million minus the Stub Amount, which shall be made within ten (10) days after the beginning of the Calendar Quarter. A Calendar Quarter begins on January 1st, April 1st, July 1st, and October 1st of each applicable year. AMCC shall have the right (upon a request by the Company), but not the obligation, to pay Company an amount above each such Quarterly Payment in order to assist Company in meeting expenses to perform its obligations under this Agreement, provided that the total of all amounts paid by AMCC to Company pursuant to this sentence (collectively, the “Prepayment”) shall be deducted from the consideration payable by AMCC at the closing of the Merger pursuant to the Merger Agreement.

3.4 […***…] Expenses. In addition to the Quarterly Payments referenced in Section 3.3, AMCC will pay for costs associated with (i) a […***…] of each of the […***…] (each as defined in the Merger Agreement), and (ii) […***…].

3.5 Exclusivity Payment. AMCC hereby acknowledges that it is not entitled to the return of any of the Five Hundred Thousand Dollars ($500,000) “Good Faith Deposit” made by AMCC to the Company in connection with the execution of the exclusivity letter between the Parties dated as of March 23, 2009.

3.6 Expenses. AMCC will reimburse Company for any pre-approved, reasonable out-of-pocket expenses, including travel expenses, incurred by Company in the course of performing the Project.

3.7 Invoicing and Payment. For any payments required under Section 3.4 or 3.6, Company will provide AMCC an invoice for such payment, and all undisputed invoices will be paid by AMCC within thirty (30) days after receipt of the invoice. All payment to Company will be made by electronic transfer of funds to Company’s bank account as follows:

Bank Name:	[…***…]
Bank Address:	[…***…]
ABA No.:	[…***…]
Account No.:	[…***…]
Swift Code:	[…***…]
Account Name:	[…***…]

3.8 Taxes. Company will be responsible for and will indemnify and hold AMCC harmless from payment of any and all taxes, fees, duties, and other governmental charges, and any related penalties and interests, arising from the payment of any fees to Company under this Agreement. The Work Product is made up of the patent, copyright, trade secret and other intangible property interests which have been conveyed, assigned, transferred and licensed from the Company to AMCC pursuant to the terms of this Agreement in order to provide AMCC all of the Company’s rights in the Work Product. The parties agree that this assignment of the Work Product from the Company to AMCC constitutes a Technology Transfer Agreement under the provisions of California Revenue and Taxation Code sections 6011(c)(10), 6012(c)(10) and California SBE Regulation 1507 (Title 18 of the California Administrative Code).

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

4. CONFIDENTIALITY

4.1 Confidential Information. During the term of this Agreement, Company will be provided with or have access to AMCC Confidential Information that is reasonably necessary for the Project and AMCC will be provided with or have access to Company Confidential Information related to the Project or the Work Product. All Confidential Information remains the property of the Party disclosing the information (the “Disclosing Party”). The Party receiving the Confidential Information of the Disclosing Party (the “Receiving Party”) may disclose the Confidential Information only to its employees and contractors who need to know the Confidential Information for purposes of performing under this Agreement and who are bound by the Receiving Party’s standard employee or contractor (as applicable) confidentiality agreements that are no less restrictive than this Agreement. The Receiving Party will not use the Confidential Information without the Disclosing Party’s prior written consent except in performance under this Agreement. The Receiving Party will take measures to maintain the confidentiality of the Confidential Information equivalent to those measures the Receiving Party uses to maintain the confidentiality of its own confidential information of like importance but in no event less than reasonable measures. The Receiving Party will give immediate notice to the Disclosing Party of any unauthorized use or disclosure of the Confidential Information that comes to the attention of the Receiving Party’s senior management and agrees to assist the Disclosing Party in remedying such unauthorized use or disclosure.

4.2 Exceptions. The confidentiality obligations do not extend to Confidential Information which the Receiving Party can prove (i) becomes part of the public domain without the fault of the Receiving Party; (ii) is rightfully obtained by the Receiving Party from a third party with the right to transfer such information without obligation of confidentiality; (iii) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information, as evidenced by written records; or (iv) was lawfully in the possession of the Receiving Party at the time of disclosure, without restriction on disclosure, as evidenced by written records of the Receiving Party. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party as may be required by law, a court order, or a governmental agency with jurisdiction, provided that before making such a disclosure the Receiving Party first notifies the Disclosing Party promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

4.3 Return of Confidential Information. Upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party all tangible copies of Confidential Information of the Disclosing Party in the Receiving Party’s possession or control which the Receiving Party no longer has the right to possess or use and will erase from its computer systems all electronic copies thereof.

5. WORK PRODUCT

5.1 Ownership and Assignment of Work Product. Company agrees that all Work Product will be the sole and exclusive property of AMCC. All works of authorship which fall

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

within the definition of “works made for hire” under the United States Copyright Act of 1976, as amended, will be considered works made for hire and owned by AMCC. Company hereby irrevocably and unconditionally assigns to AMCC all right, title, and interest worldwide in and to the Work Product and all Intellectual Property Rights thereto. Company understands and agrees that, subject to Section 5.7 hereof, Company has no right to use the Work Product except as necessary to perform the Project for AMCC. If any Intellectual Property Rights, including moral rights, in the Work Product, cannot (as a matter of law) be assigned by Company to AMCC as provided in this Section 5.1, then (i) Company unconditionally and irrevocably waives the enforcement of such rights and all claims and causes of action of any kind against AMCC with respect to such rights, and (ii) to the extent Company cannot (as a matter of law) make such waiver, Company unconditionally grants to AMCC an exclusive, perpetual, irrevocable, worldwide, fully-paid license, with the right to sublicense through multiple levels of sublicensees, under any and all such rights (a) to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Work Product in any medium or format, whether now known or hereafter discovered, (b) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from the Work Product, and (c) to exercise any and all other present or future rights in the Work Product.

5.2 Further Assurances. At AMCC’s request, Company will use its reasonable best efforts to cause its employees and agents to (a) cooperate with and assist AMCC, both during and after the term of this Agreement, in perfecting, maintaining, protecting, and enforcing AMCC’s rights in the Work Product, and (b) execute and deliver to AMCC any documents deemed necessary or appropriate by AMCC in its discretion to perfect, maintain, protect, or enforce AMCC’s rights in the Work Product or otherwise carry out the purpose of this Agreement. Company hereby irrevocably designates and appoints AMCC and its duly authorized officers and agents as Company’s agent and attorney-in-fact to act for and on Company’s behalf to execute, deliver and file any and all documents with the same legal force and effect as if executed by Company, if AMCC is unable for any reason to secure Company’s signature on any document needed in connection with the actions described in this Section 5.2.

5.3 Disclosure of Inventions and Patent Filings. Within five (5) days after the Effective Date, each Party will appoint a patent coordinator (a “Patent Coordinator”) who will serve as such Party’s primary representative for identifying material inventions included in the Work Product and filing and prosecuting patent applications based on such inventions. The Patent Coordinator for Company (the “Company Patent Coordinator”) must be reasonably acceptable to AMCC. Company may not change the Company Patent Coordinator without the prior written consent of AMCC which consent shall not be unreasonably withheld. The Patent Coordinator for AMCC (the “AMCC Patent Coordinator”) must be reasonably acceptable to the Company. AMCC may not change the AMCC Patent Coordinator without the prior written consent of the Company which consent shall not be unreasonably withheld. For purposes of this Section 5.3, (i) […***…] shall be deemed to be acceptable by the Company and (ii) […***…] shall be deemed to be acceptable by AMCC. The Company Patent Coordinator will ensure that its employees and contractors promptly disclose all inventions included in the Work Product to the Company Patent Coordinator using an invention disclosure form approved by AMCC. The Patent Coordinators of both Parties will meet on a regular basis, and no less frequently than once

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

per Calendar Quarter, to discuss all invention disclosures made by Company’s employees and contractors during the prior Calendar Quarter and which of those inventions will result in patent filings, provided that any decision regarding whether a patent application will be filed based on such invention will be made entirely by AMCC in its sole and absolute discretion. The Company Patent Coordinator will ensure that the inventors are available to meet with and otherwise cooperate with and assist AMCC and its patent counsel to promptly prepare and file the patent applications, including reviewing and providing comments on any draft application or draft response to office and to execute all inventor declarations and assignments. It is expected that each inventor may be required to spend twenty (20) or more hours in connection with the preparation and filing of each application and ten (10) or more hours in connection with the preparation and filing of each response to an office action. Company will ensure that each inventor is available to devote such time to ensure that all patent applications and responses to office actions are filed promptly. AMCC shall be responsible for all out-of-pocket expenses associated with the any patents filed in accordance with this Agreement. AMCC shall provide substantially similar invention incentives to the Company’s employees that AMCC provides its own employees.

5.4 License to Company Background Technology. If Company uses any Company Background Technology in the course of performing the Project or incorporates any Company Background Technology in any Work Product, Company unconditionally grants to AMCC a non-exclusive, perpetual, irrevocable, worldwide, transferable, fully-paid, royalty-free right and license, with the right to sublicense through multiple levels of sublicensees, under all of Company’s Intellectual Property Rights in any and all Company Background Technology (a) to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Work Product in any medium or format, whether now known or hereafter discovered, (b) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from the Work Product, and (c) to exercise any and all other present or future rights in the Work Product.

5.5 Third-Party Technology. Any Technology (i) licensed or obtained by Company from any third party or (ii) which Company knows is owned by any third party or infringes any third party’s Intellectual Property Rights (including any pending patent applications) (collectively, “Third-Party Technology”) shall not be used by Company in the performance of Project unless, such Third-Party Technology has been specifically identified and its use approved by AMCC in writing.

5.6 License to AMCC Technology. AMCC hereby grants Company a non-exclusive, non-transferable, fully-paid, royalty-free, limited right and license, without the right to sublicense, to use any AMCC Technology provided by AMCC to Company and Work Product solely for purposes of performing the Project as required under and during the term of this Agreement.

5.7 License to Work Product. Notwithstanding anything in this Agreement to the contrary, upon a final determination of AMCC’s material breach of this Agreement in accordance with Section 9.4 hereof, AMCC grants to Company a non-exclusive, perpetual,

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

worldwide, fully paid, royalty-free license under all of AMCC’s Intellectual Property Rights in the Work Product to (i) design, develop, make, have made, use, sell, offer for sale, import, or export any product and (ii) use, prepare derivative works of, reproduce, distribute, display, and perform any copyrighted materials included in the Work Product solely for purposes of designing, developing, and manufacturing any product (the “Work Product License”), provided that Company may not transfer or sublicense any of these rights, except Company may assign these rights to a third party solely in connection with the sale of all or substantially all of Company’s business and assets, whether through merger, sale of stock, sale of assets, by operation of law or otherwise. Contrary provisions notwithstanding, during the pendency of the process set forth in Section 9.4 as initiated by Company, the Work Product License granted pursuant to this Section 5.7 shall be for internal use only and may not be assigned, provided however that Company may disclose Work Product and this Section 5.7 to potential customers, acquirers and investors subject to a written obligation of confidentially as protective of the Work Product as those obligations of confidentiality set forth herein

6. DUTY TO NOTIFY. Company shall provide AMCC with prompt written notice of any material breach by Company of this Agreement after the Company becomes aware, or should reasonably have become aware, of such material breach.

7. COMPANY REPRESENTATIONS AND WARRANTIES

7.1 Representations, Warranties and Covenants of AMCC. AMCC represents, warrants and covenants to Company that:

7.1.1 AMCC has full right, power and authority to enter into this Agreement, to perform its obligations in accordance with this Agreement, and to grant the licenses granted to Company under this Agreement;

7.1.2 AMCC will comply with all laws, rules, judgments and regulations relating to its performance under this Agreement;

7.1.3 AMCC will manage the Project in a professional and workmanlike manner and dedicate sufficient resources, including qualified personnel to manage the Project in a timely manner; and

7.1.4 To the best knowledge of AMCC, none of the AMCC Technology provided to Company, when used as permitted under this Agreement, will infringe or misappropriate, as the case may be, any Intellectual Property Rights of any third party.

7.2 Representations, Warranties and Covenants of Company. Company represents, warrants and covenants to AMCC that:

7.2.1 Company has full right, power and authority to enter into this Agreement, to perform its obligations in accordance with this Agreement, and to assign the rights in the Work Product and to grant the licenses granted to AMCC under this Agreement;

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

7.2.2 Company will comply with all laws, rules, judgments and regulations relating to its performance under this Agreement;

7.2.3 to the best knowledge of Company, neither the performance of the Project by Company nor the use of any Work Product by AMCC will infringe or misappropriate, as the case may be, any Intellectual Property Rights of any third party;

7.2.4 Company will not grant, directly or indirectly, any right or interest in the Work Product to any other person;

7.2.5 Company will perform the Project in a professional and workmanlike manner and dedicate sufficient resources, including qualified personnel to perform the Project in a timely manner;

7.2.6 before being allowed to begin performing the Project, all individuals (including employees and agents) who contribute to or participate in the conception, creation, or development of the Work Product will have unconditionally and irrevocably assigned in writing all of their right, title and interest in and to the Work Product to Company; and

7.2.7 as of the date hereof, Company knows of no facts or circumstances that would impair, limit, or delay its performance of the Project in accordance with this Agreement.

7.3 Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED IN SECTIONS 7.1 AND 7.2, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, UNDER THIS AGREEMENT. EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

8. INDEMNIFICATION.

8.1 IP Indemnification by Company. Company will indemnify, defend and hold AMCC, and its Affiliates, manufacturers, distributors, and customers (collectively, the “AMCC Indemnified Parties”) harmless from and against any demands, claims or suits by any third party for losses, damages, liabilities, costs and expenses (including reasonable attorney’s fees and expenses), directly or indirectly arising from Company’s breach of Section 5.5 or 7.2.3.

8.2 IP Indemnification by AMCC. AMCC will indemnify, defend, and hold Company harmless from any demands, claims or suits by any third party for losses, damages, liabilities, costs and expenses (including reasonable attorney’s fees and expenses) directly or indirectly arising from AMCC’s breach of Section 7.1.4.

8.3 Cross Indemnification. Each Party shall indemnify, defend and hold the other Party and the other Party’s Affiliates harmless from and against any demands, claims or suits by

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

any third party for losses, damages, liabilities, costs and expenses (including reasonable attorney’s fees and expenses) directly or indirectly arising from (i) breach of representations or warranties by the indemnifying Party; or (ii) intentional misconduct or gross negligence by the indemnifying Party or its employees or agents in the course of performing under this Agreement.

8.4 Indemnification Conditions. A Party’s obligation to indemnify as provided in this Agreement is conditioned upon (i) the indemnified Party promptly notifying the indemnifying Party in writing within a reasonable period of time of any and all claims for which the indemnified Party is entitled to indemnification, provided, however, that any failure on the part of such indemnified Party to so notify the indemnifying Party shall not limit any of the indemnified Party’s rights to indemnification under this Section 8 except to the extent such failure materially prejudices the defense of such claim, (ii) giving the indemnifying Party sole control of the defense thereof and any related settlement negotiations, provided, however, that if an indemnified Party reasonably determines that a conflict of interest exists in respect of such claim, such indemnified Party will have the right to employ separate counsel to represent such indemnified Party and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel and local counsel for all indemnified Parties) shall be paid by such indemnifying Party, and (iii) the indemnified Party cooperating and, at the indemnifying Party’s request and expense, assisting in such defense. The indemnified Party may participate in the defense of the claim with counsel of its own choosing at its own expense, subject to the indemnifying Party’s obligation to pay the fees and expenses of such separate counsel (but not more than one separate counsel and local counsel for all indemnified Parties) pursuant to clause (ii) of this Section 8.4 in the event a conflict exists. The indemnifying Party may not settle any such claim without the indemnified Party’s prior written consent to the extent that any such settlement affects the rights or liabilities of the indemnified Party, which consent shall not be unreasonably withheld or delayed, provided, however, that indemnified Party may withhold its consent to any settlement that does not include a full general release of all the claims against all of such party’s Indemnified Parties contemplated by the demand, claim or suit from all other parties to such matter or that requires such Party or any of its Affiliates to perform any covenant or refrain from engaging in any activity.

8.5 Limitation on Liability. EXCEPT FOR ANY INDEMNIFICATION OBLIGATION OF EITHER PARTY PROVIDED IN SECTIONS 8.1, 8.2, OR 8.3 OR BREACH OF SECTION 2.11, 4, 5 or 9 BY EITHER PARTY, (I) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) ARISING FROM ITS PERFORMANCE UNDER THIS AGREEMENT REGARDLESS OF THE THEORY OF RECOVERY AND REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) EACH PARTY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT OF THE QUARTERLY PAYMENTS AND ANY PREPAYMENT PREVIOUSLY PAID BY AMCC TO COMPANY AND ANY AMOUNTS THEN-OUTSTANDING UNDER THE PROMISSORY NOTE.

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

8.6 Termination of the Indemnification Obligations. Subject to any indemnification obligation under the Merger Agreement, either Party’s indemnification obligations under this Agreement shall terminate upon the closing of the Merger.

9. TERM AND TERMINATION

9.1 Term. This Agreement will commence on the Effective Date and, unless terminated earlier as provided in Section 9.2 or 9.3, automatically terminate upon the earlier of: (i) the closing of the Merger; or (ii) AMCC’s written notice to Company that AMCC will not acquire Company delivered pursuant to Section 7.1 of the Merger Agreement.

9.2 Termination by AMCC. AMCC may terminate this Agreement, effective immediately upon written notice to Company, in the event Company is in material breach of this Agreement, the Merger Agreement or the Securityholder Agreement. Company shall be deemed to be in material breach of this Agreement only if: (i) except with respect to a matter subject to clause (iii) or (iv) hereof, Company refuses to perform any of its obligations under this Agreement, which failure is not cured within fifteen (15) days after the Company has received written notice of such failure, (ii) Company fails to strictly meet any of the Milestones by the applicable due date, which failure is not cured within ninety (90) days after the Company has received written notice of such failure, (iii) any breach of the first or third sentence of Section 2.11, provided that, in the event such breach under this clause (iii) is curable, the Company shall be in breach in the event such failure is not cured within thirty (30) days after the Company has received written notice of such failure; or (iv) Company breaches any of its obligations under this Agreement relating to AMCC Confidential Information or Intellectual Property Rights of AMCC or otherwise violates any Intellectual Property Rights of AMCC, provided that, in the event such breach under this clause (iv) is curable, the Company shall be in breach in the event such failure is not cured within thirty (30) days after the Company has received written notice of such failure.

9.3 Termination by Company. Company may terminate this Agreement, effective immediately upon written notice to AMCC, in the event AMCC is in material breach of this Agreement or the Merger Agreement. AMCC shall be deemed to be in material breach of this Agreement only if AMCC refuses or fails to make the Loan, issue the Warrant or pay any undisputed payment obligation under this Agreement, which failure is not cured within thirty (30) days after AMCC has received written notice of such failure.

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

9.4 Effects of Termination.

9.4.1 Upon termination of this Agreement for any reason or earlier as requested by AMCC, Company will deliver to AMCC any and all documents, prototypes, samples, and other materials (including all copies thereof) in Company’s possession or control that contain, summarize, or disclose any Work Product (in whatever stage of development or completion) or any AMCC Technology provided by or on behalf of AMCC to Company.

9.4.2 In the event of the Company’s written allegation, made to AMCC in good faith, that (Y) AMCC is in material breach of its obligations under this Agreement and failed to timely cure such breach within the time period(s) provided herein, or (Z) AMCC has failed to acquire the Company in breach of AMCC’s obligation under the Merger Agreement (either event, a “Good Faith Allegation of Breach”): (i) during the first ten (10) Calendar Quarters in the Quarterly Payment Period, AMCC shall continue to make the Quarterly Payments in accordance with the schedule in Section 3.3 hereof for up to the two (2) Calendar Quarters immediately following the Calendar Quarter in which the Good Faith Allegation of Breach occurs; (ii) in the eleventh (11th) Calendar Quarter in the Quarterly Payment Period, AMCC shall continue to make the Quarterly Payment in accordance with the schedule in Section 3.3 hereof for up to the last Calendar Quarter in the Quarterly Payment Period and shall make a payment of up to $1.5 Million to Company for the first Calendar Quarter immediately following the Quarterly Payment Period within ten (10) days after the beginning of such Calendar Quarter; and (iii) in the twelfth (12th) Calendar Quarter in the Quarterly Payment Period, AMCC shall make a payment of up to $1.5 Million to Company for each of the two (2) Calendar Quarters immediately following the Quarterly Payment Period within ten (10) days after the beginning of each such Calendar Quarter (the last day of such period in which AMCC is required to make a payment to Company pursuant to this sentence, the “Resolution Deadline”); provided that, notwithstanding the foregoing, AMCC shall not be required to make any payment to Company pursuant to this sentence at or after it is finally determined pursuant to the terms hereof that AMCC did not commit the material breach alleged by Company in the Good Faith Allegation of Breach. Provided that Company has acted in good faith and in full compliance with the procedures for resolution set forth herein, in the event the matter subject to the Good Faith Allegation of Breach has not been finally resolved pursuant to the procedures set forth in Section 9.4.4 by the Resolution Deadline solely as a result of the request by the arbitrator or other body selected by the parties to finally determine such matter, AMCC shall pay Company an amount of up to $1.5 Million for the Calendar Quarter immediately following the Resolution Deadline, which payment shall be pro rated to equal (X) $1.5 Million multiplied by (Y) (I) the number of days elapsed between the Resolution Deadline and the date it is finally determined pursuant to the terms hereof whether AMCC committed the material breach alleged by Company in the Good Faith Allegation of Breach (the “Resolution Date”) or, if the Resolution Date does not occur within such Calendar Quarter, ninety-one (91), divided by (II) ninety-one (91), which shall be payable on the Resolution Date or the end of such Calendar Quarter, as applicable. Notwithstanding anything herein to the contrary, AMCC shall not be required to make any payments to Company pursuant to Section 3.3 or this Section 9.4.2 unless during the full Calendar Quarter for which Company receives or is entitled to receive payment from AMCC, Company performs its obligations under this Agreement. In the event Company fails to perform its obligations under this Agreement during any such Calendar Quarter, Company shall promptly return the payment made by AMCC corresponding to such Calendar Quarter to AMCC in full.

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Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

9.4.3 In the event it is finally determined in accordance with the procedures set forth in Section 9.4.4 (the date of such final determination, the “Determination Date”) that AMCC committed a material breach of its obligations under this Agreement pursuant to Section 9.3 (a “Breach”), AMCC shall, within ten (10) days following the Determination Date, pay Company $5 Million (the “Breach Payment”) and the Work Product License shall become effective; provided that such Breach Payment and Work Product License are in addition to the rights and remedies provided to Company in this Agreement (at law or in equity). In the event the amount of the final award to be delivered by AMCC to Company, or the dollar amount equivalent of the obligation incurred by AMCC in order to comply with a remedy of specific performance (as reasonably determined by AMCC), for such Breach (the “Final Award”) exceeds the amount of the Breach Payment, such Final Award shall be reduced by the full amount of the Breach Payment. In the event that such Final Award is less than the amount of the Breach Payment, Company shall either (I) pay AMCC the amount equal to the Breach Payment less the Final Award within fifteen (15) days following the date of determination of the Final Award, or (II) grant AMCC a non-exclusive, perpetual, worldwide, fully paid, royalty-free license under all of Company’s Intellectual Property Rights in all Technologies, in any stage of development, that Company conceives, creates, develops, or reduces to practice in connection with performing the Project, and (ii) all tangible embodiments (including models, presentations, prototypes, reports, samples, and summaries) of each item of such Technologies, in each case developed on or after the Determination Date.

9.4.4 Arbitration.

(a) Either Party may elect fast-track arbitration with respect to whether (i) AMCC is in material breach of its obligations under this Agreement or (ii) AMCC has failed to acquire the Company in breach of AMCC’s obligations under the Merger Agreement. Such arbitration shall be conducted pursuant to an arbitration procedure under which the Parties shall jointly select within fifteen (15) days of the Demand (as defined below) an independent arbitrator with the relevant industry and technical background but with no prior, existing or potential business relationship with either Party or an entity controlled by, controlling or under common control with either Party. If for whatever reason the Parties cannot mutually agree on an independent arbitrator within fifteen (15) days, Judicial Arbitration Mediation Services shall appoint an arbitrator it deems to have reasonable relevant industry and technical background. The location of such arbitration shall be in the County of Santa Clara, California or as otherwise mutually agreed upon by the Parties. Upon the request of either Party, the arbitrator will hear each Party’s presentation within forty-five (45) days of such selection. The arbitrator will rule within thirty (30) days following the conclusion of such presentation by the Parties.

(b) Such arbitration shall be conducted according to the Commercial Arbitration Rules of the American Arbitration Association, as such rules shall be in effect on the date of delivery of a written demand for arbitration (“Demand”), except to the extent that such rules are inconsistent with the provisions set forth in this Agreement.

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and 240.24b-2

(c) Any award by the arbitrator shall be accompanied by a written opinion setting forth the findings of fact and conclusions of law relied upon in reaching the decision. The award rendered by the arbitrator shall be final, binding and non-appealable, and judgment upon such award may be entered by any court of competent jurisdiction. The Parties agree that the existence, conduct and content of any arbitration shall be kept confidential and no Party shall disclose to any person any information about such arbitration, except as may be required by law, including but not limited to applicable rules and regulations of the Securities and Exchange Commission, or by any governmental authority or for financial reporting purposes in each Party’s financial statements and except in court proceedings to enforce this arbitration provision or any award hereunder or to obtain interim relief.

(d) Each Party shall pay the fees of its own attorneys, expenses of witnesses and all other expenses and costs in connection with the presentation of such Party’s case. The remaining costs of the arbitration, including without limitation, fees of the arbitrator, costs of records or transcripts and administrative fees shall be borne equally by the Parties.

(e) The arbitrator’s role shall be limited to determining whether (i) AMCC is in material breach of its obligations under this Agreement or (ii) AMCC has failed to acquire the Company in breach of AMCC’s obligations under the Merger Agreement.

(f) Notwithstanding the dispute resolution procedure set forth in this Section, any Party may apply to a court as set forth in Section 10.1 to enforce the agreement to arbitrate.

9.5 Survival. Sections 1, 4, 5.1, 5.2, 5.3 (solely with respect to inventions made during the term of the Agreement), 5.4, 5.5, 5.7, 7, 8, 9.4, 9.5 and 10 will survive any termination or expiration of this Agreement. In addition, to the extent any defined terms herein are incorporated by reference into the Merger Agreement, such terms shall survive until the termination of the Merger Agreement (after giving effect to any survival provisions set forth therein).

10. GENERAL PROVISIONS

10.1 Governing Law; Venue; Consent to Jurisdiction.

10.1.1 This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware (without giving effect to principles of conflicts of laws).

10.1.2 Subject to the provisions of Section 9.4, any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement (each a “Legal Proceeding”) shall be brought or otherwise commenced exclusively in any state or federal court located in the County of Santa Clara, State of California. Each Party:

(a) expressly and irrevocably consents and submits to the jurisdiction of each state and federal court located in the County of Santa Clara, State of California (and each appellate court located in the State of California), in connection with any Legal Proceeding;

16

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and 240.24b-2

(b) agrees that service of any process, summons, notice or document by U.S. mail addressed to such Party at the address contemplated under Section 10.5 shall constitute effective service of such process, summons, notice or document for purposes of any such Legal Proceeding;

(c) agrees that each state and federal court located in the County of Santa Clara, State of California, shall be deemed to be a convenient forum; and

(d) agrees not to assert (by way of motion, as a defense or otherwise), in any such Legal Proceeding commenced in any state or federal court located in the County of Santa Clara, State of California, any claim by either AMCC or Company that it is not subject personally to the jurisdiction of such court, that such Legal Proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court.

10.2 Nonsolicitation; No Hire. From the date of this Agreement until the earlier to occur of the closing of the Merger and the […***…] of the date of termination of this Agreement (the “Applicable Period”), neither Party will directly or indirectly encourage or solicit any employee or consultant to leave the employ of the other without the other Party’s prior written consent. During the Applicable Period, AMCC shall not hire any employee or technical consultant (or former employee or technical consultant) of Company except for such current or former employees or technical consultants of Company who provided services to AMCC in any capacity on or after the date that is […***…]. During the Applicable Period, Company shall not hire any employee or technical consultant (or former employee or technical consultant) of AMCC except for (a) such current or former employees or technical consultants of AMCC who provided services to Company in any capacity on or after the date of incorporation of Company and (b) such individuals set forth on Schedule 10.2 hereof.

10.3 Severability. In the event that any provision of this Agreement, or the application of any such provision to any person or entity or set of circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to persons, entities or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.

10.4 No Assignment. This Agreement and Company’s rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by Company without AMCC’s express prior written consent. AMCC may assign this Agreement to an Affiliate or to a third party in connection with the sale of all or substantially all of AMCC’s business and assets relating to this Agreement, whether by merger, sale of assets, sale of stock or otherwise. Any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void.

17

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Confidential Treatment Requested

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and 240.24b-2

10.5 Notices. Each Party must deliver all notices, consents, and approvals required or permitted under this Agreement in writing to the other Party at the fax number or address listed on the signature page by fax, courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized overnight carrier. Notice will be effective upon receipt or refusal of delivery. Each Party may change its address for receipt of notice by giving notice of such change to the other Party.

10.6 Remedies. Each Party’s remedies for any breach of this Agreement by the other Party will include damages, injunctive relief, specific performance, and restitution. Each Party acknowledges that any breach of this Agreement by the other Party would cause irreparable injury to such Party for which monetary damages would not be an adequate remedy and, therefore, such Party will be entitled to injunctive relief (including specific performance). The rights and remedies provided to each Party in this Agreement are cumulative and in addition to any other rights and remedies available to such Party at law or in equity.

10.7 Waiver. All waivers must be in writing and signed by the Party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

10.8 Entire Agreement; Amendments. This Agreement, the Merger Agreement and the Securityholder Agreement are the final, complete, and exclusive agreement of the Parties with respect to the subject matter hereof and supersede and merge all prior or contemporaneous communications and understandings between the Parties. This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of each Party.

10.9 Exhibits; Schedules. The Exhibits and Schedules attached hereto are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full herein.

10.10 References to this Agreement. Numbered “Sections” herein contained refer to sections of this Agreement unless otherwise expressly stated.

10.11 Force Majeure. No Party shall be liable for failure of or delay in performing obligations set forth in this Agreement, and no Party shall be deemed in breach of its obligations, if such failure or delay is due to any event or circumstance beyond that Party’s reasonable control, including fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions, revolutions, strikes, and labor disputes; provided, however that such Party promptly notifies the other Party of the nature and duration of the force majeure event and resumes performance as soon as possible.

18

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and 240.24b-2

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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and 240.24b-2

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

APPLIED MICRO CIRCUITS CORPORATION	VELOCE TECHNOLOGIES, INC.
Signed: /s/	Signed: /s/
Name: [...***...]	Name: Jeffrey Harrell
Title: [...***...]	Title: President and Chief Executive Officer
Address: 215 Moffett Park Drive Sunnyvale, CA 94089	Address: 20813 Stevens Creek Blvd., Suite 100 Cupertino, CA 95014
Fax No.: (408) 542-8600	Fax No.: (408) 351-0208

[SIGNATURE PAGE TO DEVELOPMENT AGREEMENT]

AP/MH	Page 20 of	ARM/AMCC
Copyright © 2012, ARM Limited. All Rights Reserved

*** Text Omitted and Filed Separately

Confidential Treatment Requested

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and 240.24b-2

EXHIBIT A

PRODUCT MODULE DESCRIPTION

[…***…]

A-1

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and 240.24b-2

Exhibit B

Milestones

[…***…]

A-1

*** Text Omitted and Filed Separately

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Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

EXHIBIT C

PROMISSORY NOTE

C-1

THIS UNSECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

UNSECURED PROMISSORY NOTE

PN-1

$1,500,000 May 13, 2009 Cupertino, California

For value received, VELOCE TECHNOLOGIES, INC., a Delaware corporation (the “Company”), promises to pay to APPLIED MICRO CIRCUITS CORPORATION, a Delaware corporation (“AMCC”), or its assigns (together with AMCC, “Holder”), the principal amount of $1,500,000, plus simple interest on the outstanding principal amount accrued at the rate of two and five one hundredths percent (2.05%) per annum. Interest shall accrue from the date of this Unsecured Promissory Note (the “Note”) first set forth above (the “Issuance Date”). Interest shall be computed on the basis of a year of 360 days for the actual number of days elapsed. This Note is issued pursuant to the terms of a proposed Development Agreement to be entered into by and between the Company and AMCC on or before May 31, 2009 (as may be amended or restated from time to time, the “Development Agreement”).

1. Unless an Event of Default (as defined in Section 4 hereof) shall have occurred prior to an applicable “Forgiveness Date” set forth in the following table, the following amounts of outstanding principal under the Note, and unpaid interest accrued thereon, shall be forgiven by Holder on the applicable Forgiveness Date:

	AMOUNT FORGIVEN
FORGIVENESS DATE	PRINCIPAL	INTEREST ACCRUED
March 31, 2011	$187,500	From the Issuance Date through March 31, 2011
June 30, 2011	$187,500	From April 1, 2011 through June 30, 2011
September 30, 2011	$187,500	From July 1, 2011 through September 30, 2011
December 31, 2011	$187,500	From October 1, 2011 through December 31, 2011
March 31, 2012	$187,500	From January 1, 2012 through March 31, 2012
June 30, 2012	$187,500	From April 1, 2012 through June 30, 2012
September 30, 2012	$187,500	From July 1, 2012 through September 30, 2012
December 31, 2012	$187,500	From October 1, 2012 through December 31, 2012

Contingent upon, and effective as of, the forgiveness by Holder of all amounts of outstanding principal under the Note and unpaid interest accrued thereon pursuant to this Section 1, this Note shall be deemed cancelled in its entirety and of no further force or effect. Provided that the Company has not

committed a material breach of the Merger Agreement (as defined below) or the Development Agreement, in each case subject to any applicable cure periods, all amounts of outstanding principal under the Note and unpaid interest accrued thereon shall be immediately forgiven on the earlier to occur of (i) a material breach by AMCC of the Development Agreement or the Merger Agreement, in each case subject to any applicable cure periods, and (ii) the date of delivery of the 40 nm Tapeout Deliverables, as defined in the Merger Agreement (as defined below), by Veloce to the Company.

2. The entire outstanding principal amount of the Note and unpaid interest accrued thereon shall be due and payable on the earlier to occur of: (i) January 1, 2013; and (ii) delivery of written demand to the Company upon or after an Event of Default (the “Maturity Date”). All payments of principal and interest hereunder shall be in lawful money of the United States of America. All payments shall be applied, first, to accrued interest and, thereafter, to principal. Upon written notice to the Company, Holder shall have the right, but not the obligation, to unilaterally extend the Maturity Date by up to an additional six (6) months; provided however that any modification of a Forgiveness Date shall require the written consent of the Company.

3. The Company shall have the right to prepay this Note without penalty.

4. If there shall be an Event of Default, at the option and upon the declaration of Holder, and upon written demand made to the Company (which election and notice shall not be required in the case of an Event of Default pursuant to Section 4(c) or 4(d) hereof), this Note (i) shall be converted immediately into a term loan with monthly payments amortizing over a three (3)-year period from the date of the Event of Default if the Event of Default occurs pursuant to Section 4(a), (b), (c) or (d) hereof, and (ii) shall become due and fully payable, solely in cash, within thirty (30) days after the Event of Default if the Event of Default occurs pursuant to Section 4(e) hereof. The occurrence of any one or more of the following shall constitute an “Event of Default”:

(a) Subject to the forgiveness provisions in Section 1 hereof, any one or more of the following agreements is terminated for any reason: (i) that certain Agreement and Plan of Merger to be dated as of the date of the Development Agreement (as may be amended or restated from time to time, the “Merger Agreement”), and entered into by and among the Company, AMCC, Espresso Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of AMCC (“Merger Sub”), and the stockholders of the Company identified therein, pursuant to which Merger Sub shall be merged with and into the Company, the separate existence of Merger Sub shall cease and the Company will continue as the surviving corporation in the merger and shall continue its existence under the laws of the State of Delaware, in accordance with the terms provided therein (the “Merger”); (ii) the Development Agreement at any time prior to consummation of the Merger; or (iii) that certain Securityholder Agreement, to be dated as of the date of the Development Agreement, and entered into by and among AMCC, the Company and the securityholders of the Company (as may be amended or restated from time to time, the “Securityholder Agreement”).

(b) Subject to any applicable cure periods, the Company shall be in material breach of any provision of the Development Agreement, the Merger Agreement or the Securityholder Agreement.

(c) The Company becomes insolvent, ceases business operations, or files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing, or the Company’s Board of Directors approves by resolution the cessation of the Company’s business operations or the filing of any such petition or action for relief.

- 2 -

(d) An involuntary petition is filed against the Company (unless such petition is dismissed or discharged within sixty (60) days) under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company.

(e) Any of the Development Agreement, the Merger Agreement or the Securityholder Agreement is not executed by the Company, AMCC and, with respect to the Securityholder Agreement, securityholders of the Company holding at least ninety-four percent (94%) of the Company’s then-outstanding shares of Common Stock, , or does not otherwise become effective, on or before May 31, 2009.

5. In case of an Event of Default, the Company shall pay all reasonable attorneys’ fees and court costs incurred by Holder in enforcing and collecting Holder’s obligations under this Note.

6. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

7. All indebtedness evidenced by this Note is unsecured.

8. This Note shall be governed by construed and under the laws of the State of Delaware without giving effect to conflicts of laws principles.

9. Any term of this Note may be amended or waived with the written consent of the Company and Holder.

10. This Note may be transferred only upon its surrender to the Company for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form reasonably satisfactory to the Company. Thereupon, this Note shall be reissued to, and registered in the name of, the transferee, or a new unsecured promissory note for like principal amount and interest shall be issued to, and registered in the name of, the transferee. Interest and principal shall be paid solely to the registered holder of this Note. Such payment shall constitute full discharge of the Company’s obligation to pay such interest and principal hereunder.

VELOCE TECHNOLOGIES, INC.

/s/

JEFFREY S. HARRELL

Chief Operating Officer

- 3 -

*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

EXHIBIT D

WARRANT

D-1

THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION THEREOF MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

COMMON STOCK WARRANT

APPLIED MICRO CIRCUITS CORPORATION

C-1

Warrant Shares: 658,000 Issuance Date: May 18, 2009

THIS IS TO CERTIFY that, for value received and subject to the provisions hereinafter set forth, VELOCE TECHNOLOGIES, INC., a Delaware corporation (“Veloce”), is entitled to purchase from APPLIED MICRO CIRCUITS CORPORATION, a Delaware corporation (the “Company”), the Number of Warrant Shares (as hereinafter defined), of common stock of the Company, par value $0.01 per share (the “Common Stock”), at an exercise price of $0.01 per share (the “Exercise Price”), payable as provided herein, subject to the provisions and adjustments and on the terms and conditions hereinafter set forth. This Common Stock Warrant (this “Warrant”) is being issued pursuant to that certain Development Agreement, dated as of May 18, 2009, by and between the Company and Veloce (as may be amended or restated from time to time, the “Development Agreement”).

1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the following respective meanings:

(a) “Company Sale” shall mean the sale of all or substantially all of the assets of the Company to another corporation or entity, or the merger or consolidation of the Company into or with another corporation or entity, with the result that upon conclusion of the transaction less than fifty-one percent (51%) of the outstanding securities entitled to vote generally in the election of managers or directors or other capital interests of the acquiring corporation or entity is owned, directly or indirectly, by the stockholders of the Company as of immediately prior to such transaction.

(b) “Merger” shall mean the merger contemplated under the Merger Agreement.

(c) “Merger Agreement” shall mean that certain Agreement and Plan of Merger, dated as of May 18, 2009 (the “Agreement Date”), by and among Veloce, the Company, Espresso Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and Jeffrey Harrell, an individual, as representative of the stockholders of Veloce, pursuant to which Merger Sub shall be merged with and into Veloce, the separate

1

existence of Merger Sub shall cease and Veloce will continue as the surviving corporation in the merger and shall continue its existence under the laws of the State of Delaware, in accordance with the terms provided therein, as may be amended or restated from time to time.

(d) “Number of Warrant Shares” shall mean, at the time of any determination thereof (i) if no adjustments have theretofore been made pursuant to the provisions of Section 6 hereof, the Original Number of Warrant Shares, and (ii) if any one or more such adjustments have been so made, the amount to which the Original Number of Warrant Shares shall have been so adjusted pursuant to the terms of this Warrant, in each case reduced appropriately by the number of shares of Common Stock theretofore purchased pursuant to the exercise of this Warrant.

(e) “Original Number of Warrant Shares” shall mean 658,000 fully paid and nonassessable shares of Common Stock (as adjusted, if applicable, pursuant to the terms hereof).

(f) “Termination Date” shall mean the earlier to occur of: (i) the tenth (10th) day following the termination of the Merger Agreement; (ii) the tenth (10th) day following the termination of the Development Agreement, provided that the Merger has not been consummated as of the date of such termination; (iii) the closing of a Company Sale; (iv) the twelve (12)-month anniversary of the Agreement Date in the event any of the First Milestone, the Second Milestone or the Third Milestone (each as defined in EXHIBIT B to the Development Agreement) has not been achieved as of such twelve (12)-month anniversary of the Agreement Date; and (v) July 15, 2014.

(g) “Warrant Shares” shall mean shares of Common Stock purchased or purchasable by Veloce upon exercise of this Warrant.

2. Exercise of Warrant.

(a) Mechanics.

(i) The purchase rights represented by this Warrant are exercisable by Veloce in whole or in part, at any time on or before the Termination Date, or from time to time, by delivery of the following at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to Veloce at the address of Veloce appearing on the books of the Company): (a) this Warrant; (b) the Notice of Exercise attached as EXHIBIT A hereto (the “Notice of Exercise”) completed and executed on behalf of Veloce; (c) three (3) stock assignments duly endorsed (with date and number of shares fields left blank) in the form attached as EXHIBIT B hereto; and (d) payment of the applicable Exercise Price for the shares being exercised by check or by “cashless exercise” pursuant to Section 2(a)(ii) hereof.

(ii) The purchase rights represented by this Warrant are exercisable by Veloce at such time by means of a “cashless exercise” in which Veloce shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) multiplied by (X)] by (A), where:

(A) = the closing price of the Common Stock, as reported on the applicable market of the Nasdaq Stock Market, LLC on the trading day immediately preceding the date of such election;

2

(B) =	the Exercise Price; and
(X) =	the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.

(b) Certificates; Escrow.

(i) This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and Veloce shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. As promptly as practicable after the delivery to the Company of a properly completed and executed Notice of Exercise, the surrender of this Warrant to the Company and payment to the Company of the aggregate Exercise Price as set forth above:

(1) With respect to Warrant Shares that are vested upon such issuance by the Company, a certificate for shares purchased hereunder shall be transmitted by the transfer agent of the Company to Veloce by crediting the account of Veloce’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission, or DWAC, system or otherwise by physical delivery to the address of Veloce specified on the Notice of Exercise; and

(2) With respect to Warrant Shares that are unvested upon such issuance by the Company, a certificate for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Company, as escrow agent, to hold such unvested Warrant Shares in escrow pursuant to the terms and conditions of that certain Escrow Agreement, dated May 18, 2009, by and among the Company, as the issuer of this Warrant and as escrow agent, and Veloce, in the form attached as EXHIBIT C hereto (the “Escrow”).

(ii) In the event that this Warrant is exercised in part, the Company will execute and deliver a new warrant of like tenor exercisable for the Original Number of Warrant Shares less the aggregate Number of Warrant Shares theretofore purchased pursuant to the exercise of this Warrant and surrendered pursuant to a “cashless exercise” in accordance with Section 2(a)(ii) hereof; provided, however, that this Warrant and all rights and options hereunder shall expire and be void as of the Termination Date (subject to the Company’s repurchase right pursuant to Section 3(b) hereof).

3. Vesting; Termination; Release from Escrow.

(a) The Warrant Shares issued and issuable upon exercise of this Warrant shall vest solely in accordance with the schedule set forth in EXHIBIT D hereto, provided, however, that, notwithstanding anything in EXHIBIT D hereto to the contrary, (i) any such Warrant Shares that are unvested shall vest in their entirety effective as of immediately prior to, and contingent upon, the completion of a Company Sale, (ii) no unvested Warrant Shares shall

3

vest on or after the termination of the Development Agreement in accordance with its terms in the event any of the First Milestone, the Second Milestone or the Third Milestone has not been met as of such termination, and (iii) no unvested Warrant Shares shall vest on or after the termination of the Development Agreement by the Company pursuant to clause (i) of Section 9.2 thereof. Upon the vesting of any Warrant Shares held in Escrow, such Warrant Shares shall be immediately released from the Escrow to Veloce.

(b) As of the end of the Termination Date, in the event any unvested Warrant Shares are held in Escrow, (i) all such unvested Warrant Shares shall be deemed immediately repurchased from Veloce by the Company and released to the Company from the Escrow, at which time such Warrant Shares may be cancelled, terminated or held as treasury stock, in the Company’s sole discretion, and (ii) the Company shall pay Veloce by cash or check an amount equal to the Exercise Price paid by Veloce (or, if exercised pursuant to a “cashless exercise,” a repurchase price of $0.01 per share) for the Warrant Shares deemed repurchased under clause (i) hereof.

4. Reservation of Stock. The Company covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized, and in reserve, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant.

5. Compliance with Securities Act.

(a) Veloce, by acceptance of this Warrant, agrees that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired for investment for its own account and that Veloce will not offer, sell or otherwise transfer any Warrant Shares to be issued upon exercise hereof, in whole or in part, except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Warrant Shares shall be stamped or imprinted with legends in substantially the following forms:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SAID ACT AND, IF REQUESTED BY THE COMPANY IN CONNECTION WITH SUCH A DISPOSITION PURSUANT TO AN EXEMPTION.”

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE TO THE COMPANY PURSUANT TO AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE

4

PRINCIPAL OFFICE OF THIS COMPANY. ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO SUCH RISK OF FORFEITURE IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE COMPANY.”

(b) By acceptance of this Warrant, Veloce specifically represents and warrants to the Company as follows:

(i) Veloce believes it has received all the information it considers necessary or appropriate for deciding whether to acquire this Warrant. Veloce further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties and financial condition of the Company.

(ii) Veloce understands that this Warrant is, and the Warrant Shares will be upon issuance, “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, Veloce represents that it is familiar with Rule 144 promulgated under the Securities Act, and understands the resale limitations imposed thereby and by the Securities Act.

(iii) Veloce (a) is an “accredited investor” as defined in Regulation D under the Securities Act, (b) can bear the economic risk of its investment in the Warrant and the Warrant Shares, and (c) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares.

6. Protection Against Dilution.

(a) Stock Dividends, Subdivisions and Combinations. In the event that after the initial date of issuance of this Warrant the Company shall:

(i) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock or issue a stock dividend to all the holders of Common Stock; or

(ii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock;

then (y) the Number of Warrant Shares shall be adjusted to that Number of Warrant Shares determined by multiplying the Number of Warrant Shares that could be purchased hereunder immediately prior to such event by a fraction (A) the numerator of which shall be the total number of outstanding shares of Common Stock immediately after such event and (B) the denominator of which shall be the total number of outstanding shares of Common Stock immediately prior to such event and (z) there shall be no adjustment to the Exercise Price.

5

(b) Notice of Adjustments. Whenever the Number of Warrant Shares purchasable shall be required to be adjusted pursuant to Section 6(a) hereof, the Company shall prepare a certificate signed by the Secretary of the Company setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and shall provide a copy of such certificate to Veloce.

7. Notice of Extraordinary Dividends. If the Board of Directors of the Company shall declare any dividend or other distribution on its Common Stock except out of earned surplus or by way of a stock dividend payable on its Common Stock, the Company shall mail notice thereof to Veloce not less than fifteen (15) days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution and Veloce shall not participate in such dividend or other distribution or be entitled to any rights on account or as a result thereof unless and to the extent the Warrant is exercised prior to such record date.

8. Fractional Shares. Fractional shares shall not be issued upon the exercise of this Warrant but in any case where Veloce would, except for the provisions of this Section 8, be entitled under the terms hereof to receive a fractional share upon the complete exercise of this Warrant, the Company shall, upon the exercise of this Warrant for the largest number of whole shares then called for, pay a sum in cash equal to the excess of the value of such fractional share (determined based on the closing price of the Common Stock, as reported on the applicable market of the Nasdaq Stock Market, LLC, as of the trading day immediately prior to the date of such exercise) over the proportional part of the Exercise Price represented by such fractional share.

9. Fully Paid Stock; Authority; Taxes. The Company covenants and agrees that the shares of Common Stock issued upon exercise of this Warrant in accordance with its terms shall, at the time of such delivery, be validly issued and outstanding and be fully paid and nonassessable. The Company represents and warrants that this Warrant has been duly authorized by all necessary corporate action, has been duly executed and delivered and is a legal and binding obligation of the Company. Veloce covenants and agrees that it shall pay when due and payable any and all federal and state taxes (other than income taxes) that may be payable in respect of this Warrant or any Common Stock or certificates therefor upon the exercise of this Warrant in accordance with its terms.

10. Restriction on Transferability of Warrant and Unvested Warrant Shares. In addition to any other limitation on transfer created by applicable securities laws: (a) this Warrant shall not be transferable; and (b) Veloce shall not sell, assign, transfer, hypothecate, donate, encumber or otherwise dispose of any interest in any Warrant Shares that are deemed unvested pursuant to the terms of this Warrant.

11. Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant.

6

12. Mutilated, Lost, Stolen or Destroyed Warrant. In case this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall issue a new Warrant of like date, tenor and denomination and deliver the same in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or in lieu of any Warrant lost, stolen or destroyed, upon receipt of evidence satisfactory to the Company of the loss, theft or destruction of such Warrant, and upon receipt of indemnity satisfactory to the Company.

13. Warrant Holder Not Stockholder. This Warrant does not confer upon Veloce any right to vote or to consent as a stockholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a stockholder, prior to the exercise hereof as hereinbefore provided.

14. Severability. Should any part of this Warrant for any reason be declared invalid, such decision shall not affect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if this Warrant had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties hereto that they would have executed and accepted the remaining portion of this Warrant without including therein any such part, parts or portion which may, for any reason, be hereafter declared invalid.

15. Notices. Any notice or other communication required or permitted to be delivered to either party shall be in writing and shall be deemed properly delivered, given and received (a) when received if hand delivered, (b) on confirmation by sender of receipt if sent by facsimile, or (c) on the first business day after being sent by registered overnight mail, return receipt requested, by overnight courier or by overnight express delivery service, to the address or facsimile number set forth beneath the name of such party below (or to such other address or facsimile number as such party shall have specified in a written notice given to the other parties hereto):

(i) if to the Company:

Applied Micro Circuits Corporation

215 Moffett Park Drive

Sunnyvale, CA 94089

Attn: General Counsel

Phone: (408) 542-8600

Fax: (408) 542-8601

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

Paul, Hastings, Janofsky & Walker LLP

1117 S. California Avenue

Palo Alto, CA 94304-1106

Attn: Jeffrey T. Hartlin, Esq.

Fax: (650) 320-1904

7

(ii) if to Veloce:

Veloce Technologies, Inc.

20813 Stevens Creek Boulevard

Suite 100

Cupertino, CA 95014

Attn.: Chief Executive Officer

Fax: (408) 351-0208

16. Governing Law. This Warrant shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provisions.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

8

IN WITNESS WHEREOF, APPLIED MICRO CIRCUITS CORPORATION has caused this Common Stock Warrant to be signed by a duly authorized officer as of May 18, 2009.

APPLIED MICRO CIRCUITS CORPORATION

By:	/s/
	Name:	Robert Gargus
	Its:	Senior Vice President and CFO

[SIGNATURE PAGE TO WARRANT]

EXHIBIT A

NOTICE OF EXERCISE

(1) The undersigned hereby elects to exercise the attached Common Stock Warrant for a total of             shares of Common Stock of Applied Micro Circuits Corporation.

Payment of the exercise price therefor shall take the form of (check applicable box):

[    ] check made payable to “Applied Micro Circuits Corporation” provided herewith; or

[    ] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 2(a)(ii) of the Warrant, to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Section 2(a)(ii) of the Warrant as of the date of this Notice of Exercise.

(2) Please issue a certificate or certificates representing said shares of Common Stock in the name of Veloce Technologies, Inc. by physical delivery of a certificate to:

[    ] Applied Micro Circuits Corporation (to be held in escrow) at 215 Moffett Park Drive, Sunnyvale, CA 94089

[    ] Veloce Technologies, Inc. at 20813 Stevens Creek Boulevard, Suite 100, Cupertino, CA 95014

(3) Please issue a new warrant for the unexercised portion of the attached Warrant in the name of Veloce Technologies, Inc.

VELOCE TECHNOLOGIES, INC.

By:
	Name:
	Its:
Date:

A-1

EXHIBIT B

STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED, VELOCE TECHNOLOGIES, INC., a Delaware corporation (“Veloce”), hereby sells, assigns and transfers unto APPLIED MICRO CIRCUITS CORPORATION, a Delaware corporation (the “Company”), pursuant to the Warrant (No. C-1) issued by the Company to Veloce, dated May 18, 2009, (the “Warrant”), and that certain Escrow Agreement, dated May 18, 2009, by and between the Company (as the issuer of the Warrant and as escrow agent) and Veloce (the “Escrow Agreement”),             (            ) shares of Common Stock of the Company standing in the undersigned’s name on the books of the Company represented by Certificate No(s).             and does hereby irrevocably constitute and appoint the Company’s Secretary attorney-in-fact to transfer said Common Stock on the books of the Company with full power of substitution in the premises. This Stock Assignment may be used only in accordance with and subject to the terms and conditions of the Warrant and the Escrow Agreement, in connection with the repurchase of shares of Common Stock issued to the undersigned pursuant to the Warrant and the Escrow Agreement, and only to the extent that such shares remain subject to the Company’s right of repurchase under the Warrant and the Escrow Agreement.

Dated:             

(Signature)

(Print Name)

(INSTRUCTION: Do not fill in any blanks other than the “Signature” line and the “Print Name” line.)

B-1

EXHIBIT C

ESCROW AGREEMENT

B-2

EXHIBIT D

VESTING SCHEDULE

Warrant Shares Vesting	Vesting Date
219,333	The earlier to occur of (i) the 12-month anniversary of the Agreement Date, provided that each of the First Milestone, the Second Milestone and the Third Milestone (each as defined in EXHIBIT B to the Development Agreement) has been achieved as of such 12-month anniversary of the Agreement Date and (ii) the date of the 40nm Tapeout, as defined in the Merger Agreement, by Veloce to the Company (such date in clause (ii), the “40nm Tapeout Deliverables Date”).
54,833	The earlier to occur of (i) the date that is 15 months after the Agreement Date, and (ii) the 40nm Tapeout Deliverables Date.
54,833	The earlier to occur of (i) the date that is 18 months after the Agreement Date, and (ii) the 40nm Tapeout Deliverables Date.
54,833	The earlier to occur of (i) the date that is 21 months after the Agreement Date, and (ii) the 40nm Tapeout Deliverables Date.
54,833	The earlier to occur of (i) the date that is 24 months after the Agreement Date, and (ii) the 40nm Tapeout Deliverables Date.
54,833	The earlier to occur of (i) the date that is 27 months after the Agreement Date, and (ii) the 40nm Tapeout Deliverables Date.
54,834	The earlier to occur of (i) the date that is 30 months after the Agreement Date, and (ii) the 40nm Tapeout Deliverables Date.
54,834	The earlier to occur of (i) the date that is 33 months after the Agreement Date, and (ii) the 40nm Tapeout Deliverables Date.
54,834	The earlier to occur of (i) the date that is 36 months after the Agreement Date, and (ii) the 40nm Tapeout Deliverables Date.

B-3

*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

SCHEDULE 2.11

[…***…]

A-1

*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

SCHEDULE 10.2

[…***…]

EX-10.68

Exhibit 10.68

*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

SECOND AMENDMENT TO DEVELOPMENT AGREEMENT

This Second Amendment to Development Agreement (this “Second Amendment”) is entered into as of July 18, 2011 (the “Amendment Effective Date”) by and between Applied Micro Circuits Corporation, a Delaware corporation having a place of business at 215 Moffett Park Drive, Sunnyvale, CA 94089 (“APM”), and Veloce Technologies, Inc., a Delaware corporation having a place of business at 2953 Bunker Hill Lane, Suite 300, Santa Clara, CA 95054 (“Company”). As used herein, APM and Company are referred to herein individually as a “Party” and collectively, as the “Parties.” Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Prior Development Agreement (as defined below).

Background

WHEREAS, effective May 17, 2009 (the “Agreement Date”), each of (i) APM and Company entered into that certain Development Agreement, pursuant to which, among other things, the Company agreed to develop exclusively for APM certain processors that meet certain specifications provided therein and the Merger Agreement (defined below), for inclusion in certain integrated circuits having other structures designed by APM, which was subsequently amended effective November 8, 2010 by that certain First Amendment to Development Agreement (collectively, the “Prior Development Agreement”) (ii) APM, the Company, Espresso Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of APM (“Merger Sub”), and the other parties named therein, entered into that certain Agreement and Plan of Merger (as amended to date, the “Merger Agreement”) pursuant to which Merger Sub shall be merged with and into Company, the separate existence of Merger Sub shall cease and Company will continue as the surviving corporation in the merger and shall continue its existence under the laws of the State of Delaware, subject to the conditions and in accordance with the terms provided therein (the “Merger”), and (iii) APM, Company, the securityholders of Company and the other parties named therein, entered into that certain Securityholder Agreement (as amended to date, the “Securityholder Agreement”), pursuant to which, among other things, such securityholders agree to certain voting provisions with respect to their shares of Company Common Stock, and certain restrictions on the transferability thereof, and Company agreed not to issue additional equity interests in Company except in accordance with the terms of such agreement; and

WHEREAS, the Parties have acknowledged and agreed that it is in the best interests of APM and Company to modify the Prior Development Agreement to provide Company with additional financing in the aggregate amount of $2,000,000 (the “Additional Financing”) for use in connection with the Project, […***…]; and

WHEREAS, the Additional Financing shall be paid by APM to Company in the amounts set forth below:

Amendment Effective Date:	$	1,125,000
Quarter Starting October 1, 2011	$	375,000
Quarter Starting January 1, 2012	$	250,000
Quarter Starting April 1, 2012	$	250,000

VELOCE TECHNOLOGIES, INC.

SECOND AMENDMENT TO DEVELOPMENT AGREEMENT

1

*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

WHEREAS, the Parties have acknowledged and agreed that no adjustment shall be made to the consideration payable by APM at the closing of the Merger pursuant to the Merger Agreement on account of such Additional Financing:

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration received and to be received by the Parties hereunder, the Merger Agreement and Securityholder Agreement, the Parties agree to the following:

Agreement

1. PAYMENT

The sections of the Prior Development Agreement pertaining to quarterly payments (for the avoidance of doubt, Section 3.3 of the Development Agreement dated as of May 17, 2009 and Section 2.1 of the First Amendment to Development Agreement dated as of November 8, 2010) is hereby amended and restated in its entirely to read:

1.1 Quarterly Payments. From and after the Amendment Effective Date, in consideration for Company’s performance of the Project as modified pursuant to this Second Amendment, during the term of this Agreement, APM will pay Company up to the full quarterly payment (each, a “Quarterly Payment”), for up to nine (9) consecutive calendar quarters (each a “Calendar Quarter”) (or portions thereof), commencing with the Calendar Quarter in which this Second Amendment is entered into (the “Quarterly Payment Period”), subject to such shorter period provided under Section 9 of the Prior Development Agreement (including without limitation under Section 9.4.2 thereof in the event of a Good Faith Allegation of Breach (as defined in such Section 9.4.2)), provided that APM may deduct from each Quarterly Payment for a Calendar Quarter any rent APM pays for the Facility pursuant to the Lease with respect to such Calendar Quarter and with respect to any prior Calendar Quarter that was not deducted from a Quarterly Payment. With respect to the Calendar Quarter commencing October 1, 2011, the Quarterly Payment hereunder shall be an amount equal to $2.625 Million. With respect to each of the Calendar Quarters commencing January 1, 2012 and April 1, 2012, the Quarterly Payment hereunder shall be an amount equal to $2.5 Million. From and after the Calendar Quarter commencing July 1, 2012, the Quarterly Payments hereunder shall be an amount equal to $2.25 Million. Each Quarterly Payment shall be made not later than ten (10) days following beginning of the applicable Calendar Quarter. A Calendar Quarter begins on January 1st, April 1st, July 1st, and October 1st of each applicable year.

1.2 One-Time Payment. Substantially concurrently with the execution of this Amendment, APM shall pay to Company a one-time payment in the amount of $1.125 million in connection with (i) […***…] and (ii) Company’s increased expenses associated with the Project […***…].

1.3 Prepayments. APM shall have the right (upon a request by Company), but not the obligation (except that APM shall not unreasonably refuse such a request), to pay Company an amount above each such Quarterly Payment in order to assist Company in meeting expenses to perform its obligations under this Agreement, provided that the total of all amounts paid by APM

VELOCE TECHNOLOGIES, INC.

SECOND AMENDMENT TO DEVELOPMENT AGREEMENT

2

*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

to Company pursuant to this sentence (collectively, the “Prepayment”) shall be deducted from the consideration payable by APM at the closing of the Merger pursuant to the Merger Agreement. Each increase in Company expenses that is likely to lead to a request for a Prepayment shall be approved in advance by the Board of Directors of Company and, in the event of any such increase that exceeds $100,000 in a given quarter, Company shall provide advance written notice to the Chief Financial Officer of APM; provided that any such approvals and notices may explicitly provide for multiple Prepayments over multiple quarters and, in such event, a single approval or notice shall be sufficient to meet Company’s obligations hereunder. For all periods prior to the date of this Second Amendment, the terms and conditions of Section 3 of the Prior Development Agreement shall continue to govern and control.

2. REPRESENTATIONS AND WARRANTIES

2.1 Representations, Warranties and Covenants of APM. APM represents and warrants to Company that each of the representations and warranties set forth in Section 7.1 of the Prior Development Agreement are true and correct in all respects as of the Amendment Effective Date. APM will continue to perform each its covenants set forth in Section 7.1 thereof from and after the Amendment Effective Date and for the duration of the Project and in accordance with the terms of the Prior Development Agreement, as amended to date. APM acknowledges and agrees that as of the date hereof, APM is not and shall not be entitled to deduct any amounts from the consideration payable by APM at the closing of the Merger pursuant to the Merger Agreement based upon (i) the funding provided by APM to Company to date, or (ii) the funding provided for in Section 1.1 and Section 1.2 hereof.

2.2 Representations, Warranties and Covenants of Company. Company represents and warrants to APM that each of the representations and warranties set forth in Section 7.2 of the Prior Development Agreement are true and correct in all respects as of the Amendment Effective Date. APM will continue to perform each its covenants set forth in Section 7.2 thereof from and after the Amendment Effective Date and for the duration of the Project.

3. TERM AND TERMINATION

3.1 Good Faith Allegation of Breach. Effective from and after the Amendment Date and expiring June 30, 2012, Section 9.4.2 of the Prior Development Agreement is hereby amended to increase from $2.25 Million to $2.5 Million the amount of each periodic payment by APM to Company payable during the pendency of a Good Faith Allegation of Breach. Following such expiration date, the amount of each periodic payment by APM to Company payable during the pendency of a Good Faith Allegation of Breach shall return to $2.25 Million.

4. GENERAL PROVISIONS

Except as expressly set forth in this Amendment, each term and provision of the Prior Development Agreement shall remain in full force and effect. To the extent there is a conflict between this Second Amendment and the Prior Development Agreement, the provisions of this Second Amendment shall control.

VELOCE TECHNOLOGIES, INC.

SECOND AMENDMENT TO DEVELOPMENT AGREEMENT

3

*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

VELOCE TECHNOLOGIES, INC.

SECOND AMENDMENT TO DEVELOPMENT AGREEMENT

4

*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

APPLIED MICRO CIRCUITS CORPORATION		VELOCE TECHNOLOGIES, INC.
Signed: /s/		Signed: /s/
Name:	[...***...]	Name:	Balaji Baktha
Title:	[...***...]	Title:	President and Chief Executive Officer
Address:	215 Moffett Park Drive	Address:	20813 Stevens Creek Blvd., Suite 100
	Sunnyvale, CA 94089		Cupertino, CA 95014
Fax No.:	(408) 542-8600	Fax No.:	(408) 351-0208

VELOCE TECHNOLOGIES, INC.

SECOND AMENDMENT TO DEVELOPMENT AGREEMENT

SIGNATURE PAGE

EX-10.69

		Exhibit 10.69 *** Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2
27 March, 2009	CONFIDENTIAL	LEC-TLA-00606-V6.0

This Technology License Agreement (“TLA”) is made the 27th day of March, 2009 (“Effective Date”)

BETWEEN

ARM LIMITED whose registered office is situated at 110 Fulbourn Road, Cambridge CB1 9NJ, England (“ARM”);

and

APPLIED MICRO CIRCUITS CORPORATION whose principal place of business is situated at 215 Moffett Park Drive Sunnyvale CA 94089 (“AMCC”).

WHEREAS

LICENSEE has requested ARM and ARM has agreed to license to LICENSEE certain ARM Technology (defined below) on the following terms and conditions.

1. Definitions

1.1 “ARM Compliant Product” means the relevant ARM Compliant Product as defined in each Annex 1.

1.2 “ARM Technology” means any or all, as the context admits, of the technology identified in each Annex 1 and any Updates thereto delivered by ARM to LICENSEE.

1.3 “ASP” means the average sales price of an ARM Compliant Product in a Quarter, calculated by taking the figure for the aggregate of all invoices for the distribution of such ARM Compliant Product in such Quarter by the entity exercising the licences to manufacture or have manufactured under this TLA (notwithstanding that such distribution may be between AMCC and a Subsidiary of AMCC or between Subsidiaries of AMCC), less; (i) any value added, turnover, import or other tax, duty or tariff payable by law thereon; and (ii) any freight and insurance costs included in the invoiced price, and dividing it by the number of units of such ARM Compliant Product accounted for under such invoices.

1.4 “Claim” means a written notice received by ARM and claiming infringement of the Intellectual Property of a third party by any of the ARM Technology and which demands that ARM cease and desist from such claimed Intellectual Property infringement.

1.5 “Confidential Information” means; (i) the ARM Technology and derivatives thereof (including any translation, modification, compilation, abridgement or other form in which the ARM Technology has been recast, transformed or adapted, but excluding silicon) and any trade secrets relating to the ARM Technology; (ii) any information designated in writing by either party, by appropriate legend, as confidential; (iii) any information which if first disclosed orally is identified as confidential at the time of disclosure and is thereafter reduced to writing and sent to the other party within thirty (30) days after its oral disclosure and designated, by appropriate legend, as confidential; and (iv) the terms and conditions of this TLA.

1.6 “Customer” means any entity that has contracted LICENSEE to design and manufacture integrated circuits for such entity.

1.7 “Designer” means, except as provided below, any entity sub-contracted by LICENSEE to provide design resource to LICENSEE for the development of an ARM Compliant Product. Designer expressly excludes any entity that, at any time, enters into a contractual arrangement with the LICENSEE which places upon LICENSEE an obligation to either or both; (a) manufacture such ARM Compliant Product for such entity; and (b) sell units of such ARM Compliant Product to such entity.

1.8 “Intellectual Property” means any patents, patent rights, trade marks, service marks, registered designs, topography or semiconductor mask work rights, applications for any of the foregoing, copyright, unregistered design right and any other similar protected rights in any country and to the extent recognised by any relevant jurisdiction as intellectual property, trade secrets, know-how and confidential information.

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1.9 “LICENSEE” means AMCC and each Subsidiary of AMCC.

1.10 “Manufacturer” means any entity sub-contracted by LICENSEE to manufacture integrated circuits for LICENSEE.

1.11 “Packaging House” means any entity sub-contracted by LICENSEE to package integrated circuits for LICENSEE.

1.12 “Quarter” means each calendar quarter ending the 31st March, 30th June, 30th September and 31st December of each year.

1.13 “Subsidiary” means any company the majority of whose voting shares is now or hereafter owned or controlled, directly or indirectly, by a party hereto. A company shall be a Subsidiary only for the period during which such control exists. For the purposes of this definition “control” shall mean beneficial ownership of more than 50% of the voting stock of such entity.

1.14 “Term” means the term for which the subject ARM Technology is licensed to LICENSEE by ARM as specifically set out in Section 7 of the relevant Annex 1.

1.15 “Test House” means any entity sub-contracted by LICENSEE to test integrated circuits for LICENSEE.

1.16 “Trade Marks” means the trade marks identified in Section 6 of each Annex 1.

1.17 “Trademark Guidelines” means the guidelines for the use of ARM’s Trade Marks as set out in Annex 2 and any amendment thereto delivered to LICENSEE by ARM from time to time in accordance with the provisions of Clause 2.10.

1.18 “Updates” means any; (i) error corrections developed by or for ARM; and (ii) functional enhancements or other modifications developed by or for ARM (which ARM in its discretion decides does not constitute a new product), together with any Intellectual Property embodied therein.

2. License

ARM Technology License

2.1 The ARM Technology shall be licensed to LICENSEE subject to the relevant license terms identified in Section 2 of the relevant Annex 1.

Subcontracting Design

2.2 Subject to the provisions of Clause 3 (Confidentiality), LICENSEE may exercise the right, if granted in Section 2 of the relevant Annex 1, to have ARM Compliant Products designed by any Designer, provided that; (i) LICENSEE does not grant to the Designer any license in respect of the ARM Technology for any other purpose; and (ii) LICENSEE ensures that each Designer;

(a) is subject to contractual obligations of confidentiality in respect of the ARM Confidential Information and ARM Technology which are in substantial accordance with the provisions of Clause 3.3;

(b) is subject to a contractual obligation to deliver the designs for the ARM Compliant Products solely to LICENSEE and not to use the designs for any other purpose; and

(c) is subject to a contractual obligation to return any ARM Confidential Information and ARM Technology to LICENSEE on the earlier of; (1) the completion of the design; and (2) the end of the contractual confidentiality period (in the agreement between LICENSEE and Designer) for the relevant ARM Confidential Information or ARM Technology.

If any Designer breaches the obligations imposed upon it pursuant to LICENSEE’s obligations under Clauses 2.2(ii)(a) to 2.2(ii)(b), LICENSEE agrees that such breach shall be treated as a material breach of this TLA by LICENSEE which shall entitle ARM to terminate this TLA in accordance with the provisions of Clause 14.2 and

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LICENSEE shall hold ARM harmless from and keep ARM indemnified against all and any loss, liability, costs, damages, expenses (including the fees of lawyers and other professionals), suffered, incurred or sustained as a result of or in relation to such breach.

Customer Collaboration

2.3 Subject to the provisions of Clause 3 (Confidentiality), LICENSEE may exercise the right, if granted in Section 2 of the relevant Annex 1, to have ARM Compliant Products designed by any Customer provided that; (i) LICENSEE does not grant to the Customer any license in respect of the ARM Technology for any purpose other than for collaborating on the design of ARM Compliant Products with LICENSEE and; (ii) LICENSEE ensures that each Customer;

(a) is subject to contractual obligations of confidentiality in respect of the ARM Confidential Information and ARM Technology which are in substantial accordance with the provisions of Clause 3.4;

(b) is subject to a contractual obligation to deliver the designs for the ARM Compliant Products solely to LICENSEE and not to use the designs for any other purpose; and

(c) is subject to a contractual obligation to return any ARM Confidential Information and ARM Technology to LICENSEE on the earlier of; (1) the completion of the design; and (2) the end of the contractual confidentiality period (in the agreement between LICENSEE and Customer) for the relevant ARM Confidential Information or ARM Technology.

If any Customer breaches the obligations imposed upon it pursuant to LICENSEE’s obligations under Clauses 2.3(i)(a) to 2.3(i)(c), LICENSEE agrees that such breach shall be treated as a material breach of this TLA by LICENSEE which shall entitle ARM to terminate this TLA in accordance with the provisions of Clause 14.2 and LICENSEE shall hold ARM harmless from and keep ARM indemnified against all and any loss, liability, costs, damages, expenses (including the fees of lawyers and other professionals), suffered, incurred or sustained as a result of or in relation to such breach.

Subcontracting Manufacture

2.4 Subject to the provisions of Clause 3 (Confidentiality), LICENSEE may exercise the right, if granted in Section 2 of the relevant Annex 1, to have ARM Compliant Products manufactured by a Manufacturer provided that; (i) LICENSEE does not grant to the Manufacturer any license in respect of the ARM Technology for any purpose other than for manufacturing ARM Compliant Products solely for LICENSEE; and (ii) LICENSEE ensures that each Manufacturer;

(a) is subject to contractual obligations of confidentiality in respect of the ARM Confidential Information and ARM Technology which are in substantial accordance with the provisions of Clause 3.2;

(b) is subject to a contractual obligation to use the ARM Confidential Information and ARM Technology solely for the purpose of supplying units of the ARM Compliant Products solely to LICENSEE; and

(c) is subject to a contractual obligation to return any ARM Confidential Information and ARM Technology to LICENSEE on the earlier of; (1) the completion of the manufacture; and (2) the end of the contractual confidentiality period (in the agreement between LICENSEE and Manufacturer) for the relevant ARM Confidential Information or ARM Technology.

If any Manufacturer breaches the obligations imposed upon it pursuant to LICENSEE’s obligations under Clauses 2.4(ii)(a) to 2.4(ii)(b), LICENSEE agrees that such breach shall be treated as a material breach of this TLA by LICENSEE which shall entitle ARM to terminate this TLA in accordance with the provisions of Clause 14.2 and LICENSEE shall hold ARM harmless from and keep ARM indemnified against all and any loss, liability, costs, damages, expenses (including the fees of lawyers and other professionals), suffered, incurred or sustained as a result of or in relation to such breach.

Subcontracting Testing

2.5 Subject to the provisions of Clause 3 (Confidentiality), LICENSEE may exercise the right, if granted in Section 2 of the relevant Annex 1, to have tested ARM Compliant Products by a Test House provided that; (i) LICENSEE does not grant to the Test House any license in respect of the ARM Technology for any purpose other than for testing ARM Compliant Products solely for LICENSEE; and (ii) LICENSEE ensures that each Test House;

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(a) is subject to contractual obligations of confidentiality in respect of the ARM Confidential Information and ARM Technology which are in substantial accordance with the provisions of Clause 3.5;

(b) is subject to a contractual obligation to use the ARM Confidential Information and ARM Technology solely for the purpose of supplying units of the tested ARM Compliant Products solely to LICENSEE; and

(c) is subject to a contractual obligation to return any ARM Confidential Information and ARM Technology to LICENSEE on the earlier of; (1) the completion of the testing; and (2) the end of the contractual confidentiality period (in the agreement between LICENSEE and Test House) for the relevant ARM Confidential Information or ARM Technology.

If any Test House breaches the obligations imposed upon it pursuant to LICENSEE’s obligations under Clauses 2.5(ii)(a) to 2.5(ii)(c), LICENSEE agrees that such breach shall be treated as a material breach of this TLA by LICENSEE which shall entitle ARM to terminate this TLA in accordance with the provisions of Clause 14.2 and LICENSEE shall hold ARM harmless from and keep ARM indemnified against all and any loss, liability, costs, damages, expenses (including the fees of lawyers and other professionals), suffered, incurred or sustained as a result of or in relation to such breach.

2.6 LICENSEE may exercise the right, if granted in Section 2 of the relevant Annex 1, to have ARM Compliant Products be tested and packaged by a Packaging House provided that (i) LICENSEE does not grant to the Packaging House any license in respect of the ARM Technology for any purpose other than for packaging and testing ARM Compliant Products solely for LICENSEE; and (ii) LICENSEE ensures that each Packaging House is subject to a contractual obligation to return any ARM Confidential Information and ARM Technology to LICENSEE on the completion of the packaging

If any Packaging House breaches the obligations imposed upon it pursuant to LICENSEE’s obligations under Clause 2.6, LICENSEE agrees to take all reasonable actions to cure such breach. If LICENSEE is unable to cure such breach within thirty (30) days, then LICENSEE shall terminate the right of such Packaging House to package and test ARM Compliant Products for LICENSEE and shall ensure that the Packaging House returns to LICENSEE any ARM Compliant Products in the Packaging House’s possession.

Intercompany Matters

2.7 Any breach of this TLA by a Subsidiary of AMCC shall entitle ARM to terminate this TLA in accordance with the provisions of Clause 14.2 as if AMCC were the party in breach. Any termination of this TLA in accordance with the provisions of Clause 14.2 shall be effective in respect of AMCC and all Subsidiaries.

Any rights granted to any Subsidiary hereunder shall automatically terminate upon such Subsidiary ceasing to be a Subsidiary.

In the event that a Subsidiary is in breach of any of the terms of this TLA, AMCC shall hold harmless and indemnify ARM against all and any loss, liability, costs, damages, expenses (including the reasonable fees of lawyers and other professionals) suffered, as a result of or in connection with such breach.

License Restrictions

2.8 Except as specifically licensed in accordance with Clause 2.1, LICENSEE acquires no right, title or interest in any ARM Confidential Information, ARM Technology or any Intellectual Property embodied therein. In no event shall the licenses granted in accordance with Clause 2.1 be construed as granting LICENSEE, expressly or by implication, estoppel or otherwise, a license to use any ARM technology except the ARM Technology.

Except as expressly licensed in accordance with Clause 2.1, no right is granted to LICENSEE to sublicense the rights granted to LICENSEE under this TLA.

Intellectual Property Notices

2.9 LICENSEE shall reproduce and not remove or obscure any notice incorporated in the ARM Technology by ARM to protect ARM’s Intellectual Property or to acknowledge the Intellectual Property of any third party. LICENSEE shall incorporate and shall require that any Designer, Customer, Manufacturer and Test House to which any ARM Technology is provided in accordance with the terms of this TLA, incorporates corresponding notices and such other

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markings and notifications as ARM may reasonably require on all copies of the ARM Technology and any derivatives thereof (including any translation, modification, compilation, abridgement or other form in which the ARM Technology has been recast, transformed or adapted) created by LICENSEE, Designer, Customer, Manufacturer, Test House or Packaging House, as the case may be.

ARM Trade Marks

2.10 ARM hereby grants to LICENSEE a non-transferable (subject to Clause 16.3), non-exclusive, royalty-free, world-wide license to use the Trade Marks in connection with the promotion and sale of products developed under the licences granted in this TLA.

LICENSEE shall use the Trade Marks, in accordance with the Trademark Guidelines. ARM shall have the right to revise the Trademark Guidelines and Section 6 of any Annex 1. Any such revisions shall be effective with respect to printed materials and products to be produced or manufactured after ninety (90) days from receipt of ARM’s written notice specifying the revisions to LICENSEE.

Upon request from ARM, LICENSEE shall submit samples of documentation, packaging, and promotional or advertising materials bearing the Trade Marks to ARM so that ARM may verify compliance with the Trademark Guidelines. In the event that any documentation, packaging, promotional or advertising material fails to comply with the Trademark Guidelines, ARM shall notify LICENSEE and LICENSEE shall rectify such documentation, packaging, and promotional or advertising materials so as to comply with the Trademark Guidelines and cease using any such non-compliant materials as soon as reasonably possible after the date of ARM’s notice.

LICENSEE agrees to provide reasonable assistance to ARM in maintaining the validity of the Trade Marks. Upon ARM’s request, LICENSEE shall provide, free of charge, a reasonable number of samples of the use of the Trade Marks for the purpose of trademark registration or renewal. Upon request, LICENSEE shall at ARM’s expense execute any documents required by the applicable laws of any jurisdiction for the purpose of either or both registering and maintaining the Trade Marks.

Except as provided by the terms of this TLA, LICENSEE shall not use or register, in any jurisdiction, any trademark, service mark, device or logo or any word or mark confusingly similar to any of the Trade Marks.

3. Confidentiality

Restricted Disclosure

3.1 Except as expressly provided by Clauses 3.2, 3.3, 3.4, 3.5, 3.6 and 3.7, each party shall maintain in confidence the Confidential Information disclosed by the other party and apply security measures no less stringent than the measures that such party applies to its own like information, but not less than a reasonable degree of care, to prevent unauthorised disclosure and use of the Confidential Information. The period of confidentiality shall be indefinite with respect to each party’s Confidential Information.

Permitted Disclosure to Manufacturers

3.2 LICENSEE may disclose the (i) the ARM Technology marked “M” in any Annex 1 and any translation, modification, compilation, abridgement or other form in which the ARM Technology marked “M” has been recast, transformed or adapted; (ii) any GDSII created by or for LICENSEE from the synthesizable RTL licensed under any Annex 1 ; and (iii) any masks created from the GDSII by or for LICENSEE, to a Manufacturer pursuant to the exercise of any have manufactured rights (if granted in Section 2 of the relevant Annex 1) solely for the purposes of having ARM Compliant Products manufactured for LICENSEE by such third party and under a non-disclosure agreement containing substantially similar terms to this Clause 3, except that the confidentiality period for each deliverable shall be, at a minimum, of five (5) years from the date of disclosure.

Permitted Disclosure to Designers

3.3 LICENSEE may disclose the ARM Technology marked “D” in any Annex 1 and any translation, modification, compilation, abridgement or other form in which the ARM Technology marked “D” has been recast, transformed or adapted, to a Designer pursuant to the exercise of the have designed rights (if granted in Section 2 of the relevant Annex 1) solely for the purposes of having ARM Compliant Products designed for LICENSEE by such third party and under a non-disclosure agreement containing substantially similar terms to this Clause 3, including the confidentiality period for each deliverable determined in accordance with the provisions of Clause 3.1.

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Permitted Disclosure to Customers

3.4 LICENSEE may disclose the ARM Technology marked “CS” in any Annex 1 and any translation, modification, compilation, abridgement or other form in which the ARM Technology marked “CS” has been recast, transformed or adapted to a Customer solely for the purposes of collaborating on the design of ARM Compliant Products for such third party and under a non-disclosure agreement containing substantially similar terms to this Clause 3, including the confidentiality period for each deliverable determined in accordance with the provisions of Clause 3.1.

Permitted Disclosure to Test Houses

3.5 LICENSEE may disclose (i) the ARM Technology marked “T” in any Annex 1 and any translation, modification, compilation, abridgement or other form in which the ARM Technology marked “T” has been recast, transformed or adapted; and (ii) any ATPG test vectors created by or for LICENSEE from the Synthesizable RTL (defined in the relevant Annex 1), to a Test House pursuant to the exercise of the have tested rights (if granted in Section 2 of the relevant Annex 1) solely for the purposes of having ARM Compliant Products tested for LICENSEE by such third party and under a non-disclosure agreement containing substantially similar terms to this Clause 3, except that the confidentiality period for each deliverable shall be, at a minimum, five (5) years from the date of disclosure.

3.6 Other Permitted Disclosures

Either party may disclose Confidential Information received from the other party in the following circumstances;

(i) disclosure to third parties to the extent that the Confidential Information is required to be disclosed pursuant to a court order or as otherwise required by law, provided that the party required to make the disclosure promptly notifies the other party upon learning of such requirement and has given the other party a reasonable opportunity to contest or limit the scope of such required disclosure (including but not limited to making an application for a protective order);

(ii) disclosure to nominated third parties under written authority from the original discloser of the Confidential Information; and

(iii) disclosure to the receiving party’s legal counsel, accountants or professional advisors to the extent necessary for them to advise upon the interpretation or enforcement of this TLA.

Permitted Disclosure of LICENSEE Confidential Information

3.7 LICENSEE royalty reports may be disclosed in confidence to ARM’s financial and legal advisors provided such advisors are bound by confidentiality restrictions substantially as restrictive as those set forth herein. In addition, ARM may disclose the total unit sales, from time to time, of ARM Compliant Products provided that the unit sales of such products by LICENSEE are not separately identifiable or deducible therefrom.

ARM shall be permitted to disclose LICENSEE Confidential Information to Subsidiaries of ARM subject to the same terms and conditions of confidentiality as are set out in this TLA.

Restricted Use

3.8 LICENSEE agrees that it shall not use any of ARM’s Confidential Information other than pursuant to and in accordance with the exercise of any of the licences granted under this TLA. Without limiting the generality of the foregoing, LICENSEE shall not use ARM’s Confidential Information; (i) for determining if any features, functions or processes provided by the ARM Technology or disclosed by the ARM Confidential Information are covered by any patents or patent applications owned by LICENSEE; or (ii) for developing technology or products which avoid any of ARM’s Intellectual Property licensed hereunder; or (iii) as a reference for modifying existing patents or patent applications or creating any continuation, continuation in part, or extension of existing patents or patent applications or (iv) for generating data for publication or disclosure to third parties, which compares the performance or functionality of the ARM Technology with any other products created by LICENSEE or a third party, without obtaining ARM’s prior written consent.

Excepted Information

3.9 The provisions of this Clause 3 shall not apply to information which;

(i) is known to and has been reduced to tangible form by the receiving party prior to its receipt provided that such information is not already subject to any obligations of confidentiality; or

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(ii) is in the public domain at the time of receipt or later becomes part of the public domain without breach of the confidentiality obligations in this TLA; or

(iii) is received from a third party without any breach of any obligation of confidentiality in respect of such information provided that such information is not subject to any continuing obligations of confidentiality;

(iv) is identified as (N) in Section 1 of the relevant Annex 1 of this TLA; or

(v) is independently developed without reference to ARM’s confidential information.

4. Verification

4.1 Prior to the distribution of any integrated circuit incorporating ARM Technology manufactured by or for LICENSEE under the licenses granted in Section 2 of any Annex 1, LICENSEE shall verify such ARM Technology to the extent required by and in accordance with the verification procedure set out in Section 3 of the relevant Annex 1.

5. Delivery

5.1 ARM shall use reasonable efforts to deliver the ARM Technology in each Annex 1 to LICENSEE on or before the delivery dates set out in Section 1 of the relevant Annex 1. Subject to the payment of the relevant Fees (defined in Clause 6.1), ARM shall deliver Updates for any ARM Technology to LICENSEE as soon as reasonably possible after such Update is made generally available by ARM.

6. Fees and Royalties

Fees

6.1 AMCC shall pay, to ARM, fees (“Fees”) as set out in and in accordance with Section 8 of the relevant Annex 1.

Royalties

6.2 If provided for in Section 8 of a relevant Annex 1, AMCC shall pay, to ARM, a royalty (“Royalty”) in accordance with the provisions of such Annex 1.

Any distribution of ARM Compliant Products by LICENSEE shall, in the absence of evidence to the contrary, be deemed to be distributed under the licences granted to LICENSEE under this TLA and LICENSEE shall pay Royalties to ARM accordingly. The burden of proof for rebutting the above presumption shall be on LICENSEE.

Royalty Report

6.3 AMCC shall submit a report within thirty (30) days after the end of each Quarter, containing at least the information required by the form set out in Section 8 of each Annex 1.

Fair Market Value

6.4 For all transactions LICENSEE shall ensure that such transactions are conducted so that the ASP of any ARM Compliant Product are not manipulated for the purpose of reducing the Royalties payable to ARM under this TLA. The invoice price of any ARM Compliant Product shall be deemed to be the higher of the actual invoice price and what the invoice price of the ARM Compliant Product would have been if such ARM Compliant Product had been sold stand alone to an independent customer at a fair open market value.

Records

6.5 For the period of […***…] from the date that each royalty report is delivered to ARM by AMCC, LICENSEE shall keep such records and books of account, identifying and providing invoice details for ARM Compliant Products to derive the ASP for each ARM Compliant Product to demonstrate compliance with LICENSEE’s obligations under this Clause 6.

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Audit

6.6 ARM shall have the right for representatives of a firm of independent chartered accountants (“Auditors”), to make an examination and audit, by prior appointment during normal business hours, of all records and accounts as may under recognised accounting practices contain information bearing upon;

(i) the number of units of ARM Compliant Products and ARM Technology which have been distributed by LICENSEE under this TLA;

(ii) the ASP and fair market value of any ARM Compliant Product which have been distributed by LICENSEE under this TLA;

(iii) the amount of Royalties payable to ARM under this TLA; and

(iv) any fees payable to ARM under this TLA.

(v) any information necessary to substantiate and verify the data submitted to ARM by LICENSE in any Royalty report.

The Auditors shall be permitted to provide, to ARM, information relating to Clauses 6.6(i)-(v), including but not limited to, information relating to the systems operated by LICENSEE to capture and record such information. Any information obtained pursuant to any audit performed in accordance with the provisions of this Clause 6.6 and provided by the Auditors to ARM shall be treated by ARM as LICENSEE Confidential Information. The Auditors’ conclusions shall (in the absence of clerical or manifest error) be final and binding on the parties. Such audit shall be at ARM’s expense unless; (a) it reveals a net underpayment of Royalties or other fees of five per cent (5%) or more in any Quarter: or (b) LICENSEE has failed to provide the Auditors with all requested records and accounts containing information bearing upon the subject matter set out in this Clause 6.6(i)-(v) within ten (10) working days of such request, in which event AMCC shall promptly reimburse ARM for the costs of such audit. AMCC shall make good any underpayment of royalties forthwith. If the audit identifies that AMCC has made an overpayment, such overpayment will be credited to the next payment or payments of Royalties or fees to be made by AMCC.

Taxes

6.7 All sums stated under this TLA do not include taxes. All applicable taxes shall be payable by LICENSEE in accordance with relevant legislation in force at the relevant tax point. Any income or other tax which LICENSEE is required by law to pay or withhold on behalf of ARM with respect to any Royalties or other fees payable to ARM under this TLA may be deducted from the amount of such Royalties or other fees otherwise due, provided, however, that in regard to any such deduction, AMCC shall give to ARM such assistance as may be necessary to enable or assist ARM to claim exemption therefrom, or credit therefor, and shall upon request furnish to ARM such certificates and other evidence of deduction and payment thereof as ARM may properly require.

Payment

6.8 AMCC shall pay all Royalties and Fees due to ARM under the terms of this TLA on or before the thirtieth (30^th ) day after receipt of ARM’s invoice therefor (“Due Date”). ARM shall send any invoice for payment to the address set out in Section 8 of the relevant Annex 1 and AMCC shall provide ARM with at least ten (10) working days notice of any change to such address.

6.9 If any sum under this TLA is not paid by the Due Date (defined in Clause 6.8), then (without prejudice to ARM’s other rights and remedies), in addition to the invoice amount, ARM reserves the right to charge interest on such sum on a day to day from the Due Date to the date of payment at the rate of, the lesser of one percent (1%) per month and the maximum amount permitted by law.

No Right of Set Off

6.10 All sums properly due to ARM under this TLA shall be paid in full and LICENSEE shall not be entitled to assert against ARM any credit, set-off or counterclaim arising under any Annex 1 in order to justify withholding payment of any sum properly due under any other Annex 1. Obligations under each Annex 1 shall be construed as divisible from obligations under any other Annex 1 for the purposes of interpreting this Clause 6.10.

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7 Support and Maintenance

7.1 Subject to LICENSEE’s payment of the appropriate Fees (defined in Clause 6.1), ARM shall provide to LICENSEE, in respect of the relevant ARM Technology the following support and maintenance for such ARM Technology (“Support and Maintenance”);

(i) the use of commercially reasonable efforts to correct any defects in the ARM Technology which cause such technology not to operate in accordance with the functionality described in the relevant datasheet or manual for such technology. If ARM determines that such defects are due to errors in such description ARM shall promptly issue corrections to the datasheet or manual and shall not be required to revise the ARM Technology, provided that LICENSEE’s use of the ARM Technology by LICENSEE is not adversely affected thereby;

(ii) all Updates to such ARM Technology; and

(iii) subject to the provisions of Clauses 7.2 and 7.3, reasonable telephone, e-mail and written consultation about the operation and application of such ARM Technology.

7.2 The services provided under Clause 7.1(iii) shall expressly exclude any information relating to the design of products incorporating ARM Technology. Consulting services may be provided by ARM under the terms of a separate written agreement. Support supplied by ARM may not be used either; (i) as a substitute for training; or (ii) as additional engineering resource for LICENSEE projects.

7.3 The services provided under Clause 7.1(iii) shall be provided from the relevant ARM support centre, and shall be limited in accordance with the provisions of Section 4 of the relevant Annex 1. Notwithstanding the foregoing, in exceptional cases if ARM has been unable to resolve an issue relating to the ARM technology remotely from the support centre, ARM will use reasonable efforts to provide support to LICENSEE, at LICENSEE’s premises, subject to LICENSEE meeting all reasonable traveling, accommodation and sustenance expenses thereby incurred.

7.4 If ARM delivers a revision of any ARM Technology licensed under any Annex 1, LICENSEE hereby agrees and acknowledges that ARM shall only be obligated to test that each deliverable is compatible with the other deliverables comprising such revision, and ARM shall have no responsibility for testing that any or all of such deliverables are compatible with previously delivered versions of the ARM Technology.

7.5 ARM shall only have an obligation to provide maintenance as described in Clause 7.1(i) and (ii) for the most recently delivered version of the relevant ARM Technology and the version which the most recently delivered version replaced. ARM shall be under no obligation to provide maintenance as described in Clause 7.1(i) and (ii) in respect of any modifications (where permitted) to the ARM Technology created by LICENSEE

7.6 Upon LICENSEE requesting ARM’s assistance pursuant to the provisions of Clause 7.1(i) or (iii), LICENSEE shall promptly provide to ARM such samples and technical information as ARM may reasonably require and in a form specified by ARM to enable ARM to provide such assistance.

7.7 ARM’s obligation under this Clause 7 is limited expressly to the provision of Support and Maintenance to LICENSEE and ARM shall be under no obligation to provide any support and maintenance to any Designer, Customer, Manufacturer, Test House or other third parties.

7.8 If LICENSEE elects not to renew Support and Maintenance for any ARM Technology and subsequently requests ARM to provide Support and Maintenance in respect of such ARM Technology, in addition to the fees due for the new Support and Maintenance period, LICENSEE hereby agrees that ARM shall be entitled to charge LICENSEE an appropriate fee in respect of the period in which LICENSEE has not received maintenance as described in Clause 7.1(i) and (ii).

8. Blank

8.1 This section is intentionally blank.

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9. Training

9.1 If provided for in Section 5 of a relevant Annex 1, ARM shall provide training in respect of the relevant ARM Technology in accordance with the provisions of Section 5 of the relevant Annex 1.

10. ARM Technology Functionality Warranties

10.1 EXCEPT AS EXPRESSLY PROVIDED IN THIS TLA, ARM PROVIDES NO WARRANTIES EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE ARM TECHNOLOGY.

10.2 ARM warrants to LICENSEE that the ARM Technology will be consistent with allowing a competent semiconductor manufacturer to manufacture products which substantially conform to the functionality described in the relevant specification delivered by ARM as part of the ARM Technology and identified in Section 1 of the relevant Annex 1. LICENSEE acknowledges that the process for converting the ARM Technology delivered to LICENSEE in to silicon necessarily involves the introduction and use of technology not delivered by ARM and accordingly ARM’s liability and LICENSEE’s sole remedy for breach of the warranty provided under this Clause 10.2 shall be as follows; if LICENSEE can demonstrate to ARM that any defect that is manifested or would be manifested in the silicon of an ARM Compliant Product developed using any ARM Technology is exclusively caused by a defect in the ARM Technology as delivered to LICENSEE then ARM shall use commercially reasonable efforts to either or both; (i) correct any errors in the ARM Technology and deliver the corrected ARM Technology to LICENSEE; or (ii) create a workaround to remedy the defect and deliver such workaround to LICENSEE. THE FOREGOING STATES THE ENTIRE LIABILITY OF ARM WITH RESPECT TO breach of the warranty provided in this clause 10.2.

10.3 WITHOUT PREJUDICE TO THE GENERALITY OF CLAUSE 10.2, ARM SHALL NOT BE RESPONSIBLE FOR ANY RECOVERABLE OR NON-RECOVERABLE COSTS INCURRED, DIRECTLY OR INDIRECTLY, BY LICENSEE IN THE DESIGN MIGRATION, PROCESSING, OR MANUFACTURE OF MASKS AND PROTOTYPES, CHARACTERIZATION OR MANUFACTURE OF PRODUCTION QUALITY SILICON IN WHATEVER QUANTITY.

11. ARM Technology Intellectual Property Warranties

11.1 ARM warrants, to ARM’s knowledge and belief, that;

(i) the ARM Technology does not infringe any third party copyright, mask work right or trade secret; and

(ii) as at the relevant Annex Effective Date, there are no pending; (a) Claims, or (b) actions commenced against ARM for infringement by the relevant ARM Technology of any third party Intellectual Property.

11.2 LICENSEE’s exclusive remedy for any breach of the warranties provided in Clause 11.1 shall be the indemnification provided under Clause 12.1 of this TLA.

12. Intellectual Property Indemnities

12.1 Except as provided under Clause 12.2, in the event of a suit against LICENSEE based upon a claim that the Trade Marks or any of the ARM Technology delivered by ARM to LICENSEE under this TLA and relevant Annex 1, when used in accordance with the provisions of this TLA and relevant Annex 1, infringes any third party Intellectual Property, ARM agrees, subject to the limitations of Clauses 13.1 and 13.2, to defend and indemnify LICENSEE, at ARM’s expense, and to pay costs and damages finally awarded in any such suit or agreed in any settlement, provided that; (i) ARM is promptly notified by LICENSEE, in writing, of any threats, claims and proceedings related thereto; (ii) ARM has sole control of the defence and any settlement thereof; (iii) LICENSEE does not make any admission of liability nor settle or otherwise compromise any such claim without ARM’s prior written consent; (iv) LICENSEE furnishes to ARM, upon request, any information available to LICENSEE relating to the defense of such claim; (v) LICENSEE provides reasonable assistance to ARM in the defense of such claim; and (vi) LICENSEE ceases use of the ARM Technology which is the subject of the infringement claim upon receipt from ARM of any non-infringing replacement for such ARM Technology. THE FOREGOING STATES THE ENTIRE LIABILITY OF ARM WITH RESPECT TO INFRINGEMENT BY THE TRADE MARKS OR THE ARM TECHNOLOGY OF ANY THIRD PARTY INTELLECTUAL PROPERTY.

NH/MG 10 of 19 ARM/AMCC

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12.2 ARM shall have no liability under Clause 12.1 in respect of; (i) any infringement arising from; (a) the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (b) any modification of the ARM Technology by or for LICENSEE if such infringement would not have occurred but for such modification; (c) the process of synthesizing any ARM Technology including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (d) any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process; or (ii) any suit brought by a third party against LICENSEE based upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA infringes a patent owned by such third party where such claim has been made by such third party in response to an initial claim by LICENSEE that such third party infringes any patent owned or controlled by LICENSEE.

12.3 If either a third party alleges, or ARM has any concerns, that any ARM Technology infringes or may infringe the Intellectual Property of a third party, then without any admission of liability, ARM at its option and expense may develop an Update to the relevant ARM Technology which in ARM’s opinion avoids such alleged infringement and upon receipt of such Update from ARM, LICENSEE shall: (i) in respect of any new design or derivatives of any existing designs which have not been taped out, immediately cease use of the ARM Technology which the Update replaces; and (ii) in respect of any existing designs which have been taped out, within nine (9) months of receipt of the Update, cease use of the ARM Technology which the Update replaces.

12.4 If a suit against ARM is based in whole or in part upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA, when used in accordance with this TLA, infringes any third party Intellectual Property because of; (i) the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (ii) the modification by LICENSEE of the ARM Technology if such infringement would not have occurred but for such modification; (iii) the process of synthesizing any ARM Technology including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (iv) any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process, then LICENSEE agrees to indemnify ARM for any legal costs (including attorney’s fees) reasonably incurred by ARM in defending such suit provided that LICENSEE is notified promptly in writing of the suit and that at LICENSEE’s request, LICENSEE is given control of and all requested reasonable assistance to defend such suit to the extent that such suit relates to any of (i) to (iv) above.

12.5 ARM shall only be liable under Clause 12.1 for any damages awarded by a court, for infringement by the Trade Marks or any ARM Technology of the Intellectual Property of a third party, up to the date upon which such court issues its judgment. ARM shall have no continuing liability under Clause 12.1 for any loss suffered by LICENSEE in respect of the same infringement after the date of such judgment.

13. Limitation of Liability

13.1 EXCEPT IN RESPECT OF ANY BREACH OF THE PROVISIONS OF CLAUSE 3 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER SUCH DAMAGES ARE ALLEGED AS A RESULT OF TORTIOUS CONDUCT (INCLUDING NEGLIGENCE) OR BREACH OF CONTRACT OR OTHERWISE EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS TLA, THE MAXIMUM LIABILITY OF ARM TO LICENSEE IN AGGREGATE FOR ALL CLAIMS MADE AGAINST ARM IN CONTRACT TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF EACH ANNEX 1 SHALL NOT EXCEED ONE HUNDRED PERCENT (100%) OF THE FEES (DEFINED IN CLAUSE 6.1) PAID BY LICENSEE TO ARM UNDER SUCH ANNEX 1. THE EXISTENCE OF MORE THAN ONE CLAIM OR SUIT WILL NOT ENLARGE OR EXTEND THE LIMIT. LICENSEE RELEASES ARM FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THIS LIMITATION.

13.3 NOTHING IN THIS CLAUSE SHALL OPERATE TO EXCLUDE LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM EITHER PARTY’S NEGLIGENCE.

NH/MG 11 of 19 ARM/AMCC

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13.4 The parties hereby acknowledge that the provisions of this Clause 13 allocate the risks under this TLA between ARM and LICENSEE after negotiation and ARM’s pricing reflects this allocation of risk and the limitation of liability specified herein.

14. Term, Termination and Expiration

TLA Term

14.1 Except as provided below, this TLA shall commence on the Effective Date and shall continue in force unless earlier terminated in accordance with the provisions of Clause 14.2.

Termination by Either Party

14.2 Without prejudice to any other right or remedy which may be available to it, either party shall be entitled immediately to terminate this TLA (including all Annexes incorporated hereunder) by giving written notice to the other, if the other party:

(i) has committed a material breach of any of its obligations hereunder which is not capable of remedy; or

(ii) has committed a material breach of any of its obligations hereunder which is capable of remedy but which has not been remedied within a period of sixty (60) days following receipt of written notice to do so; or

(iii) any circumstances arise which would entitle the court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order; or

(iv) makes any voluntary arrangement with its creditors for the general settlement of its debts or becomes subject to an administration order; or

(v) has an order made against it, or passes a resolution, for its winding-up (except for the purposes of amalgamation or reconstruction) or has a receiver or similar officer appointed over all or substantially all of its property or assets.

Annex Expiry

14.3 Each Annex shall commence on the Annex Effective Date (defined in each Annex 1) and shall continue in force for the Term set out therein unless earlier terminated in accordance with the provisions of Clause 14.2.

15. Effect of Expiry and Termination

Termination by ARM

15.1 Upon termination of this TLA by ARM in accordance with Clause 14.2, LICENSEE will immediately discontinue any use and distribution of all ARM Technology, ARM Confidential Information and any products embodying such technology or information. LICENSEE shall, at ARM’s option, either destroy or return to ARM any ARM Confidential Information, including any copies thereof in its possession and any ARM Technology or derivatives (including any translation, modification, compilation, abridgement or other form in which the ARM Technology has been recast, transformed or adapted) thereof in its possession. Within one month after termination of this TLA LICENSEE will furnish to ARM a certificate signed by a duly authorised representative of LICENSEE that to the best of his or her knowledge, information and belief, after due enquiry, LICENSEE has complied with provisions of this Clause.

Upon termination of this TLA by ARM in accordance with either of Clauses 14.2; (i) the termination date shall be treated as the end of a Quarter for the purpose of accounting for Royalties to ARM; and (ii) any fees outstanding, whether or not such fees have become due at the date of termination) shall become due and payable to ARM in accordance with the provisions of Clause 6.

Termination by LICENSEE

15.2 Upon termination of this TLA by LICENSEE in accordance with Clause 14.2 the licenses granted under Clause 2 of this TLA shall survive such termination, subject to the terms and conditions of this TLA including but not limited to LICENSEE’s continued payment, to ARM, its liquidator or receiver of any fees and Royalties due at the date of termination or in the future in accordance with the provisions of Clause 6.

NH/MG 12 of 19 ARM/AMCC

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Annex 1 Expiry

15.3 Upon expiry of any Annex 1 in accordance with the provisions of Clause 14.3,

(i) any licenses granted under Section 2 of the relevant Annex 1, […***…];

(ii) any licenses granted under Section 2 of the relevant Annex 1, to manufacture, have manufactured and sell supply or otherwise distribute products developed using the relevant ARM Technology shall survive subject to the terms and conditions of this TLA and subject to the continued payment to ARM of any fees and Royalties due at the time of expiry and in the future under the terms of this TLA and provided that such products are already being distributed at the date of expiry of the Annex 1; and

(iii) except as expressly provided to the contrary in this Clause 15.3(iii), LICENSEE shall at ARM’s option, either destroy or return to ARM any ARM Confidential Information, including any copies thereof in its possession and any ARM Technology or derivatives (including any translation, modification, compilation, abridgement or other form in which the ARM Technology has been recast, transformed or adapted) thereof in its possession but LICENSEE may keep one copy of the relevant ARM Technology for the purpose of supporting the products referred to in Clause 15.3(ii).

15.4 Upon termination the provisions of Clauses 1, 3, 6 (to the extent that any obligation under this Clause remains outstanding), 11, 13, 15 and 16 shall survive termination.

16. General

16.1 All communications between the parties including, but not limited to, notices, royalty reports, error or bug reports, the exercise of options, and support requests shall be in the English language.

16.2 All notices which are required to be given hereunder shall be in writing and shall be sent to the address of the recipient set out below (either party may change their respective address for service by giving notice of the change to the other party). Any such notice may be delivered personally, by commercial overnight courier or facsimile transmission which shall be followed by a hard copy and shall be deemed to have been served if by hand when delivered, if by commercial overnight courier 48 hours after deposit with such courier, and if by facsimile transmission when dispatched.

ARM Contact	LICENSEE Contact
General Counsel	General Counsel
110 Fulbourn Road	215 Moffett Park Drive
Cambridge CB1 9NJ	Sunnyvale, CA 94089
England	USA

16.3 Neither party shall assign or otherwise transfer this TLA or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of the other, which consent shall not be unreasonably withheld. An assignment shall be deemed to include, without limitation; (i) any transaction or series of transactions whereby a third party acquires, directly or indirectly, the power to control the management and policies of the party, whether through the acquisition of voting securities, by contract or otherwise; or (ii) the sale of more than fifty percent (50%) of the party’s assets whether in a single transaction or series of transactions.

16.4 Neither party shall be liable for any failure or delay in its performance under this TLA due to causes, including, but not limited to, acts of God, acts of civil or military authority, fires, epidemics, floods, earthquakes, riots, wars, sabotage, third party industrial disputes and governments actions, which are beyond its reasonable control; provided that the delayed party: (i) gives the other party written notice of such cause promptly, and in any event within fourteen (14) days of discovery thereof; and (ii) uses its reasonable efforts to correct such failure or delay in its performance. The delayed party’s time for performance or cure under this Clause 16.4 shall be extended for a period equal to the duration of the cause.

NH/MG 13 of 19 ARM/AMCC

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16.5 ARM and LICENSEE are independent parties. Neither company nor their employees, consultants, contractors or agents are agents, employees or joint venturers of the other party, nor do they have the authority to bind the other party by contract or otherwise to any obligation. Neither party will represent to the contrary, either expressly, implicitly, by appearance or otherwise.

16.6 Failure or delay by either party to enforce any provision of this TLA shall not be deemed a waiver of future enforcement of that or any other provision.

16.7 The provisions contained in each clause and sub-clause of this TLA shall be enforceable independently of each of the others and if a provision of this TLA is, or becomes, illegal, invalid or deemed unenforceable by any court or administrative body of competent jurisdiction it shall not affect the legality, validity or enforceability of any other provisions of this TLA. If any of these provisions is so held to be illegal, invalid or unenforceable but would be legal, valid or enforceable if some part of the provision were deleted, the provision in question will apply with such modification as may be necessary to make it legal, valid or enforceable.

16.8 This TLA, including all Annexes, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter. Except in respect of changes to the Trademark Guidelines which may be changed in accordance with the provisions of Clause 2.10, no amendment to or modification of this TLA shall be binding unless in writing and signed by a duly Authorized representative of both parties.

16.9 The ARM Technology provided under this TLA is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. LICENSEE agrees to comply fully with all laws and regulations of the United States and other countries (“Export Laws”) to assure that neither the ARM Technology, nor any direct products thereof are; (i) exported, directly or indirectly, in violation of Export Laws, either to any countries that are subject to U.S export restrictions or to any end user who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government; or (ii) intended to be used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.

16.10 The ARM Technology provided under this TLA consists solely of commercial items. LICENSEE shall be responsible for ensuring that any ARM Technology provided to the US Government in accordance with the terms of this TLA is provided with the rights and restrictions described elsewhere herein.

16.11 Except as expressly stated in this TLA, the Contracts (Rights of Third Parties) Act 1999 and any legislation amending or replacing that Act shall not apply in relation to this TLA or any agreement, arrangement, understanding, liability or obligation arising under or in connection with this TLA and nothing in this TLA shall confer on any third party the right to enforce any provision of this TLA.

16.12 The validity, construction and performance of this TLA shall be governed by English Law.

IN WITNESS WHEREOF the parties have caused this TLA to be executed by their duly authorised representatives:

ARM LIMITED:		APPLIED MICRO CIRCUITS CORPORATION:
SIGNED:	/s/	SIGNED:	/s/
NAME:	Graham Budd	NAME:	[…***…]
TITLE:	Chief Operating Officer	TITLE:	[…***…]
DATE:	8 Apr 2009	DATE:	03-31-09

NH/MG 14 of 19 ARM/AMCC

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Annex 1

NH/MG 15 of 19 ARM/AMCC

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Annex 2

Rules for Trademark Usage

1. On Die Encapsulation

1.1 Except as set out in Clause 1.2, if Licensee is distributing ARM Compliant Products Licensee shall apply the Trademark identified in Section 6 Part A of each Annex 1 to the die encapsulation (i.e. die package) of each unit of ARM Compliant Product.

1.2 Licensee shall not be obliged to apply the Trademark identified in Section 6 Part A of each Annex 1 to the die encapsulation of each unit of ARM Compliant Product if;

1.2.1 Licensee provides written evidence to ARM that Licensee’s customer has requested that the die encapsulation of each unit of ARM Compliant Product is to bear no trade marks whatsoever; or

1.2.2 Licensee provides written evidence to ARM that Licensee’s customer has requested that the die encapsulation of each unit of ARM Compliant Product is to bear only the trademark of such customer; or

1.2.3 the size of the die encapsulation physically prohibits the application of both Licensee’s trademark and the Trademark identified in Section 6 Part A of each Annex 1 when such marks are scaled to occupy the same area.

1.3 Where Licensee distributes ARM Compliant Products to an Intermediary, the packaging of each unit of such ARM Compliant Product so distributed must bear a mark which unambiguously identifies Licensee as the manufacturing source of the ARM Product. If the packaging of the ARM Compliant Product cannot accommodate Licensee’s mark because of size limitations, then Licensee shall include a prominent statement indicating that Licensee is the manufacturing source of the ARM Compliant Product (e.g. “Manufactured by [Licensee identity] under licence from ARM Limited”) in substantially all advertising material and promotional, technical or other documentation, including press releases, associated with the ARM Compliant Product and Licensee shall oblige any Intermediary to do the same.

Where; “Intermediary” means any third party to whom Licensee distributes an ARM product and who is not an End User and “End User” means any person or other legal entity which licenses an ARM Compliant Product for its own personal use or for use in the ordinary course of its business but not for onward sale, distribution or sublicensing.

1.4 Except as agreed in writing by ARM, any application by Licensee of the Trademark identified in Section 6 Part A of each Annex 1 shall be in accordance with the Logo Design Guide set out in Exhibit A of this Schedule.

2. On Product Packaging, Documentation, Copy, and Websites

2.1 ARM Powered Logo (Exhibit B)

(a) Licensee may apply the Trademark identified in Section 6 Part B of each Annex 1 in a prominent place, to any product packaging for End User products containing an ARM Compliant Product distributed under licence from ARM.

(b) Licensee may apply the Trademark identified in Section 6 Part B of each Annex 1 to any advertising or promotional material for, or relating to, any End User product containing an ARM Compliant Product distributed under licence from ARM.

(c) Licensee may apply the Trademark identified in Section 6 Part B of each Annex 1 to the page(s) of Licensee’s web site relating to any End User product containing an ARM Compliant Product distributed under license from ARM.

2.2 ARM Corporate Signature (Exhibit C)

(a) Licensee shall apply the Trademark identified in Section 6 Part C of each Annex 1 in a prominent place, to any technical documentation for, or relating to, any ARM Compliant Product distributed under licence from ARM.

NH/MG 16 of 19 ARM/AMCC

		*** Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2
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(b) Licensee may apply the Trademark identified in Section 6 Part C of each Annex 1 to any advertising or promotional material for, or relating to, any ARM technology or to the company, ARM Limited.

(c) Licensee shall apply the Trademark identified in Section 6 Part C of each Annex 1 to the page(s) of Licensee’s web site relating to any ARM Compliant Product distributed under license from ARM.

(d) The Trademark identified in Section 6 Part C of each Annex 1 may only be used as a logo to identify ARM (including ARM Holdings plc, its operating company ARM Limited, and the regional subsidiaries).

2.3 ARM Connect Community Partner Logo (Exhibit D)

(a) Licensee may apply the Trademark identified in Section 6 Part D of each Annex 1 to any advertising or promotional material for, or relating to, Licensee’s business relationship with ARM.

(b) Licensee may apply the Trademark identified in Section 6 Part D of each Annex 1 in a prominent place, to any technical documentation for, or relating to, any ARM Compliant Product distributed under licence from ARM.

2.4 Licensee may use either of the Trade Marks identified in Section 6 Part C or Part D of each Annex 1 to create a hyperlink between the primary page of Licensee’s website and the primary page of ARM’s website.

2.5 Any use or application by Licensee of the Trade Marks identified in Section 6 Part B, Part C or Part D of each Annex 1 shall be in accordance with; (i) the Logo Design Guide set out in Exhibit B, Exhibit C, or Exhibit D as relevant of this Schedule; and (ii) with guidelines set forth in Clause 3 of this Schedule and other accepted trademark use standards.

2.6 The Trade Marks identified in Section 6 Part B, Part C and Part D of each Annex 1 may only be used as logos and may not be incorporated into a body of text.

2.7 Other Trade Marks

(a) Licensee shall apply the appropriate Trademark from those identified in Section 6 Part E of each Annex 1 to any advertising material or promotional, technical or other documentation relating to any ARM Compliant Product containing such ARM technology distributed by Licensee under licence from ARM.

(b) Licensee may apply the appropriate Trademark from those identified in Section 6 Part E of each Annex 1 to any product packaging of any product containing such ARM technology and distributed by Licensee under licence from ARM.

(c) Licensee shall apply the Trade Marks identified in Section 6 Part E of each Annex 1 to the page(s) of Licensee’s website relating to any ARM Compliant Product distributed under licence from ARM.

(d) Any use of the Trade Marks identified in Section 6 Part E of each Annex 1 by Licensee shall be in accordance with the guidelines set forth in Clause 3 of this Schedule and other accepted trademark use standards.

3. Use Guidelines

3.1 Where any registered Trademark is applied to any product packaging, advertising material or promotional, technical or other documentation relating to any product distributed under license from ARM, then for each prominent use and the first use in any text of any such mark the mark must appear with the symbol “^®” at the upper right corner of the mark.

3.2 Where any unregistered Trademark is applied to any product packaging, advertising material and promotional, technical or other documentation relating to any product distributed under licence from ARM, then for each prominent use and the first use in any text of any such mark the mark must appear with the symbol “^™“ at the upper right corner of the mark.

3.3 Licensee shall not adopt, use, or attempt to register any trademark which is confusingly similar to any ARM trademark

          NH/MG 17 of 19 ARM/AMCC

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3.4 Licensee shall use trade marks only in the form in which they have been registered or are being claimed. To maintain the integrity of a trademark, Licensee shall never use it in a possessive, plural, hyphenated, or abbreviated form; never alter it by adding letters or numbers or incorporating it into another word; always use the proper spelling, punctuation, capitalization, and font type.

3.5 Licensee shall never alter a Trademark

Correct: Use an ARM^® PrimeCell^® peripheral.

Incorrect: Add a PrimeCell^® peripheral to your ARMory.

3.6 Licensee shall use proper capitalization for a Trademark

Correct: ARM^®

Incorrect: Arm^®

3.7 Licensee shall always use the appropriate descriptive generic noun written in lowercase letters after a Trademark

Correct: ARM^® core

Incorrect: ARM^® Core

3.8 Licensee shall use a Registered Trademark Symbol (^®) when Using “ARM” as a Trademark or Brand Name, but Not as a Trade Name

Correct: ARM announces its new line of ARM^® developer tools.

Incorrect: ARM^® Corporation.

3.9 Licensee shall include appropriate notices in substantially the following form on any product packaging, advertising material and promotional, technical or other documentation relating to any product distributed under licence from ARM if such material contains an ARM Trademark;

For registered Trade Marks: “[Cite Trademark(s)] is [are] the registered trademark(s) of ARM Limited in the EU and other countries.

For unregistered Trade Marks: “[Cite Trademark(s)] is [are] the trademark(s) of ARM Limited in the EU and other countries.

3.10 Licensee shall always use the appropriate symbols with a trademark in a heading, as well as on the first occurrence of the trademark in a text. The same standards apply to attributing trade marks on a Web page. Since each Web page has the potential to be viewed individually, trademark symbols should be used on each page, even if part of a multipage section or site. Licensee shall attribute trade marks on the first occurrence within sidebars, charts, tables, graphics, diagrams, marketing slides, banners, “Related information” links, and other links on a Web page, because these elements have greater potential to be read or placed independently.

3.11 In addition to the rules set out above ARM may provide Licensees with additional instructions relating to the use of the Trade Marks from time to time which Licensee shall follow in its future use of the Trade Marks.

NH/MG 18 of 19 ARM/AMCC

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Logo Design Guide

Exhibit A

Exhibit B

Exhibit C

Exhibit D

The marks must appear exactly as shown in this Logo Design Guide; the elements, proportions and relationships must not change. The marks are available in stat repro form and in .eps for Macintosh or .WMF for PC platforms. These formats ensure the highest possible reproduction quality. However, should you need another format for a specific project, please contact your local ARM office for advice.

When produced in colour, the mark should be printed in Pantone 314 blue. Process colour reproduction may not match Pantone-identified solid colour standards. When specifying the colour of the mark with process inks, the correct mix is:

Cyan	100
Magenta	0
Yellow	8.5
Black	34

• Do not alter or deform the shape of the marks.

• Do not replace the logotype with a different typeface or attempt to mimic the logotype typeface.

• Do not place competing visual elements (including but not limited to other Trade Marks) close to the marks.

• Do not set type near to the marks that could be construed as a corporate slogan or motto.

NH/MG 19 of 19 ARM/AMCC

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ANNEX 1

AMCC

ARMV8-A ARCHITECTURE

TLA Number	[...***...]
Legal Counsel	[...***...]
Annex Effective Date	14 July 2010

This Annex, when signed by both parties, shall form part of and be incorporated into the Technology Licence Agreement (“TLA”) between the parties (document reference as identified in the table above). Solely for the purposes of interpretation of the TLA with respect to this Annex 1, to the extent that the provisions contained in this Annex 1 conflict with any of the provisions of the TLA the provisions contained in this Annex 1 shall prevail over and shall supersede the conflicting provisions in the TLA. Any change, deletion or amendment to this Annex 1 shall only be effective if agreed upon in writing by the parties hereto.

AP/MH		ARM/AMCC
Copyright © 2012, ARM Limited. All Rights Reserved	Page 1 of 18

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SECTION 1 – ARM TECHNOLOGY

Key to Disclosure Rights

[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]

Key to Delivery Date Releases

[…***…] […***…]

For the Documentation

[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]

For the AVS

[…***…]	[…***…]
[…***…]	[…***…]

AP/MH		ARM/AMCC
Copyright © 2012, ARM Limited. All Rights Reserved	Page 2 of 18

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[…***…] […***…]

Subsection 1 – […***…] Deliverables

PART A TECHNICAL REFERENCE DOCUMENTS

Part Number	Description	Disclosure Rights	Delivery Date
[…***…]	[…***…]	[…***…]	[…***…]
[…***…]	[…***…]	[…***…]
[…***…]	[…***…]	[…***…]

PART B ARCHITECTURE VALIDATION

Part Number	Description	Disclosure Rights	Delivery Date
[…***…]	[…***…]	[…***…]	[…***…]

Subsection 2 – […***…] Deliverables

PART A – TECHNICAL REFERENCE DOCUMENTS

Part Number	Description	Disclosure Rights	Delivery Date
[…***…]	[…***…]	[…***…]	[…***…]
[…***…]	[…***…]	[…***…]

AP/MH		ARM/AMCC
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[…***…]	[…***…]	[…***…]
[…***…]	[…***…]	[…***…]

SECTION 2 - LICENCE AND SPECIAL CONDITIONS

A. Definitions

A.1 […***…]

A.6 “Architecture Compliant Core” […***…]

A.7 “Architecture Reference Manuals” means […***…]

A.8 “ARM Architecture” means […***…].

A.9 “ARM Compliant Product” means […***…].

A.10 […***…]” means . […***…].

A.11 “ARM Instruction Sets” means […***…].

A.12 “ARM Intellectual Property” means; (i) any Intellectual Property in the ARM Technology owned or controlled by ARM and (ii) any Necessary Claims in patents owned or controlled by ARM.

A.13 “ARM Licensee” means any party, together with any affiliates of such party, that has entered into a written agreement with ARM under which ARM grants such party certain rights to products developed by or for ARM.

A.14 “ARM Technology” means […***…].

A.15 […***…].

A.16 […***…].

A.19 “ASIC” means an application-specific integrated circuit customized for a particular use, rather than intended for general-purpose use.

A.20 “Assert” or “Assertion” means to bring an action of any nature before any legal, judicial, arbitral, administrative, executive or other type of body or tribunal that has, or claims to have, authority to adjudicate such action in whole or in part.

A.21 […***…]

A.22 […***…]

A.24 “Designer” means (i) Veloce Technologies, Inc., located at 20813 Stevens Creek Blvd., Suite 100, Cupertino, CA 95014, an entity sub-contracted by LICENSEE to provide design resource exclusively to LICENSEE; […***…]

A.25 […***…]

A.26 “Documentation” means the Architecture Reference Manuals and any ARM documentation referenced in the documentation identified in Section 1 Subsection 1 Part A and Section 1 Subsection 2 Part A.

A.27 […***…]

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A.35 “LICENSEE Patents” means all classes or types of patents, utility models and design patents (including without limitation, originals, divisions, continuations, continuations-in-part, extensions or reissues thereof) and any equivalent rights that are owned or controlled by LICENSEE that have an earliest effective filing date prior to the date of the end of the period ending […***…]

A.36 “Necessary Claims” means those claims in any patent which, without the appropriate permission of the entity which owns or controls the patent, will be […***…].

A.37 “Programmer’s Model” means the programmer’s model for the ARM Architecture as more fully described in the Architecture Reference Manuals.

A.38 […***…].

B. Licence and Licence Restrictions

B.1 Subject to the provisions of Clause 3 (Confidentiality) of the TLA and the provisions in this Section 2, ARM hereby grants, to LICENSEE, under the ARM Intellectual Property, a non-transferable (subject to Clause 16.3 of the TLA), non-exclusive, world-wide licence for the Term solely in the Field of Use to;

ARMv8-A Architecture Compliant Core

(i) use, copy and modify the Documentation for the purposes of […***…]

(ii) use, copy and modify the Documentation for […***…]

(iii) use and copy the AVS […***…]

(iv) use, copy and modify […***…];

(v) manufacture and have manufactured […***…];

(vi) test and have tested […***…];

(vii) sell, supply and distribute […***…]; and

(viii) supply and distribute documentation for […***…].

License Restrictions

B.2 LICENSEE’s use of the ARMv7-A Architecture Deliverables under the licences granted in Clause B.1 above is […***…]

C. Non-Assert

C.1 LICENSEE hereby agrees that LICENSEE shall not Assert against ARM any Essential Claims with respect to any product developed by ARM, only to the extent that such Essential Claims embody are embodied or taken into use in any Architecture Compliant Core developed by LICENSEE.

C.2 LICENSEE hereby agrees that LICENSEE shall not Assert against an ARM Licensee any Essential Claims with respect to any product developed or derived from technology for which the ARM Licensee has obtained a valid licence from ARM only to the extent that such Essential Claims are embodied or taken into use in any Architecture Compliant Core developed by LICENSEE, provided that such ARM Licensee does not initiate a claim against LICENSEE that LICENSEE infringes any patent under such ARM Licensee’s ownership or control.

C.3 LICENSEE hereby agrees that LICENSEE shall not Assert against any direct or indirect customer of an ARM Licensee any Essential Claims with respect to any product developed or derived from technology for which the ARM Licensee has obtained a valid license from ARM and which such customer has obtained directly or indirectly from such ARM Licensee only to the extent that such Essential Claims are embodied or taken into use in any Architecture Compliant Core developed by LICENSEE.

AP/MH		ARM/AMCC
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D. Included Technology

D.1 During Term, ARM shall provide notice to LICENSEE of the availability of any Included Technology as soon as reasonably possible after such technology is Released.

D.2 In respect of any Included Technology Released by ARM, LICENSEE may submit a request (“Technology Request”) requiring ARM to deliver the relevant Included Technology to LICENSEE. As soon as reasonably possible after receipt of the Technology Request the parties shall enter into an Annex 1 for the relevant Included Technology which shall be substantially similar (except for the deliverables and any contractual provisions that ARM is obligated to incorporate by a third party), to this Annex 1, and ARM shall deliver to LICENSEE the Included Technology as set forth in Section 1 of the relevant Annex 1.

E. Confidentiality

E.1 For the purposes of this Annex 1, Clauses 3.2 and 3.5 of the TLA are hereby replaced in their entirety by the following:

Permitted Disclosure to Manufacturers

3.2 LICENSEE may disclose the (i) the ARM Technology marked “M” in any Annex 1 and any translation, modification, compilation, abridgement or other form in which the ARM Technology marked “M” has been recast, transformed or adapted; (ii) any GDSII created by or for LICENSEE from the ARM Technology licensed under this Annex 1; and (iii) any masks created from the GDSII by or for LICENSEE, to a Manufacturer pursuant to the exercise of any have manufactured rights (if granted in Section 2 of the relevant Annex 1) solely for the purposes of having ARM Compliant Products manufactured for LICENSEE by such third party and under a non-disclosure agreement containing substantially similar terms to this Clause 3, except that the confidentiality period for each deliverable shall be […***…].

Permitted Disclosure to Test Houses

3.5 LICENSEE may disclose (i) the ARM Technology marked “T” in any Annex 1 and any translation, modification, compilation, abridgement or other form in which the ARM Technology marked “T” has been recast, transformed or adapted; and (ii) any ATPG test vectors created by or for LICENSEE from the ARM Technology licensed under this Annex 1, to a Test House pursuant to the exercise of the have tested rights (if granted in Section 2 of the relevant Annex 1) solely for the purposes of having ARM Compliant Products tested for LICENSEE by such third party and under a non-disclosure agreement containing substantially similar terms to this Clause 3, except that the confidentiality period for each deliverable shall be, at a minimum, five (5) years from the date of disclosure.

F. Functionality Warranty

F.1 For the purposes of this Annex 1, Clause 10.2 of the TLA is hereby replaced in its entirety by the following:

10.2 ARM warrants to LICENSEE that the ARM Technology will; (i) be sufficient to allow a person reasonably skilled in the art to design an Architecture Compliant Core; and (ii) be documented in a manner consistent with applicable industry standards.

AP/MH		ARM/AMCC
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G. Intellectual Property Indemnities

G.1 For the purposes of this Annex 1, Clause 12.2 and Clause 12.4 of the TLA are hereby replaced in their entirety with the following:

12.2 ARM shall have no liability under Clause 12.1 for; (i) any design implementation by LICENSEE except to the extent that and only to the extent that such implementation infringes Necessary Claims (as defined in this Annex 1); (ii) any infringement arising from the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (iii) any infringement arising from the modification by LICENSEE of the ARM Technology if such infringement would not have occurred but for such modification; (iv) any infringement arising from the process of synthesizing any ARM Technology including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (v) any infringement arising from any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process; or (vi) any loss arising from any suit brought by a third party against LICENSEE based upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA infringes a patent owned by such third party where such claim has been made by such third party in response to an initial claim by LICENSEE that such third party infringes any patent owned or controlled by LICENSEE.

12.4 If a suit against ARM is based in whole or in part upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA, when used in accordance with this TLA, infringes any third party Intellectual Property because of; (i) infringement (excluding infringement of any Necessary Claims) by a design implementation by LICENSEE; (ii) the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (iii) the modification by LICENSEE of the ARM Technology if such infringement would not have occurred but for such modification; (iv) the process of synthesizing any ARM Technology including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (iv) any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process, then LICENSEE agrees, subject to the limitations of Clause 13.2(B), to defend and indemnify ARM, at LICENSEE’s expense, and to pay costs and damages finally awarded in any such suit or agreed in any settlement, but only to the extent such suit relates to any of (i) to (iv) above, provided that; (i) LICENSEE is promptly notified by ARM, in writing, of any threats, claims and proceedings related thereto; (ii) LICENSEE has sole control of the defence and any settlement thereof; (iii) ARM does not make any admission of liability nor settle or otherwise compromise any such claim without LICENSEE’s prior written consent; (iv) ARM furnishes to LICENSEE, upon request, any information available to LICENSEE relating to the defense of such claim; and (v) ARM provides reasonable assistance to LICENSEE ARM in the defense of such claim. AMCC shall have no liability under this Clause 12.4 in respect of any suit brought by a third party based in whole or in part upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA infringes a patent owned by such third party where such claim has been made by such third party in response to an initial claim by ARM that such third party infringes any patent owned or controlled by ARM.

H. Limitation of Liability

H.1 For the purposes of this Annex 1, Clause 13.2 of the TLA is hereby replaced in its entirety with the following:

13.2 (A) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS TLA, THE MAXIMUM LIABILITY OF ARM TO LICENSEE IN AGGREGATE FOR ALL CLAIMS MADE AGAINST ARM IN CONTRACT TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF THE ANNEX 1 FOR THE ARMV8-A ARCHITECTURE SHALL NOT EXCEED ONE-HUNDRED PERCENT (100%) OF THE FEES (DEFINED IN CLAUSE 6.1) PAID BY LICENSEE TO ARM UNDER SUCH ANNEX 1. THE EXISTENCE OF MORE THAN ONE CLAIM OR SUIT WILL NOT ENLARGE OR EXTEND THE LIMIT. LICENSEE RELEASES ARM FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THIS LIMITATION.

(B) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS TLA, THE MAXIMUM LIABILITY OF LICENSEE UNDER CLAUSE 12.4 OF THE TLA IN CONNECTION WITH THE SUBJECT MATTER OF ANNEX 1 FOR THE ARMV8-A ARCHITECTURE SHALL NOT EXCEED […***…] OF THE FEES (DEFINED IN CLAUSE 6.1) PAID BY LICENSEE TO ARM UNDER SUCH ANNEX 1.

AP/MH		ARM/AMCC
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I. Lead Partner Provisions

I.1 As at the Annex Effective Date, the ARM Technology is still in development and, as a lead partner, LICENSEE will have access to the Development Releases and will be able to provide feedback on the ARM Technology and its proposed implementation at the micro-architecture level. LICENSEE recognises the importance to ARM of ARM being able to licence its products generally, and therefore agrees that:

(i) until such ARM Technology is delivered to LICENSEE in Early Access Release form, ARM at its discretion can reuse any suggestions, comments, feedback, ideas, or know-how (whether in oral or written form) provided to ARM in respect of the ARM Architecture (“Input”) in accordance with the licenses granted under […***…].

(ii) once the ARM Technology is delivered to LICENSEE in Early Access Release form, the parties agree that any suggestions, comments, feedback, ideas, or know-how provided to ARM by LICENSEE in respect of the ARM Architecture must first be summarized in writing (“Written Input”) and submitted by the LICENSEE’s technical contact identified below to ARM’s technical contract identified below. Only Written Input submitted by LICENSEE to ARM shall be considered to be licensed to ARM in accordance with the licenses granted under […***…].

ARM Technical Contact	LICENSEE Technical Contact
[…***…]	[…***…]
[…***…]

I.2 ARM agrees to deliver to LICENSEE the Development Releases to enable LICENSEE to begin early development of the Architecture Compliant Cores. […***…]

I.3 […***…]

I.4 […***…]

J. Option to Modify Field of Use

J.1 […***…]

AP/MH		ARM/AMCC
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SECTION 3 VERIFICATION

1.	Verification
1.1	[...***...]
	1.1.1	Formulation and Execution of a Test Plan
		[...***...]
	AND
	1.1.2	Running the AVS
		[...***...]
		Pass
		[...***...]
		Fail
		[...***...]
	AND
	1.1.3	[...***...]
		Pass
		[...***...]
		Fail
		[...***...]

AP/MH		ARM/AMCC
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SECTION 4 – SUPPORT LIMITATION

4.1 Except as provided below, the maximum number of man hours that ARM shall be obligated to expend on any individual support case submitted to ARM by LICENSEE shall be […***…]

4.2 If ARM reasonably believes that […***…]

4.3 If a support case results […***…]

4.4 If ARM, at ARM’s discretion, determines that […***…]

4.5 If ARM agrees to provide support at […***…]

4.6 For the avoidance of doubt, ARM’s provision of the support and maintenance services described in Clause 7 of the TLA is solely in respect of the ARM Technology as delivered to LICENSEE. ARM shall have no obligation to provide support and maintenance services in respect of any Architecture Compliant Cores or ARM Compliant Products developed by LICENSEE.

AP/MH		ARM/AMCC
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SECTION 5 - TRAINING REQUIREMENT

Not applicable.

SECTION 6 - TRADEMARKS

Trademark Registered/ Unregistered

Part A

[...***...] [...***...]

Part B

[...***...] [...***...]

Part C

[...***...] [...***...]

Part D

[...***...] [...***...]

Part E

[...***...] [...***...]

Part F

[...***...] [...***...]

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SECTION 7 - TERM

7.1 Unless terminated earlier in accordance with the provisions of Clause 14 of the TLA, or unless LICENSEE makes an election under Clause 7.3 below, this Annex 1 shall continue in force for a period of five (5) years from the Annex Effective Date.

7.2 For the purposes of this Annex 1, Clause 15.3 of the TLA is hereby replaced in its entirety with the following

Annex 1 Expiry

15.3 Upon expiry of this Annex 1 in accordance with the provisions of Clause 14.3 of the TLA,

[…***…]

7.3. Option to Terminate

(i) If prior to the delivery by ARM to LICENSEE of the Early Access Release deliverables identified in Section 1, ARM is subject to […***…] (as defined herein), LICENSEE shall […***…]

For the purposes of this clause, […***…] means a transaction or series of related transactions […***…] in which […***…] more than […***…].

(ii) Upon termination of this Annex 1 in accordance with Clause 7.3(i) above, all licenses granted under Section 2 of this Annex 1 shall cease and LICENSEE will immediately discontinue any use and distribution of all ARM Technology and ARM Confidential Information delivered under this Annex 1and any cores or products embodying such technology or information. LICENSEE shall, at ARM’s option, either destroy or return to ARM any such ARM Confidential Information, including any copies thereof in its possession and any such ARM Technology or derivatives (including any translation, modification, compilation, abridgement or other form in which the ARM Technology has been recast, transformed or adapted) thereof in its possession. Within one month after termination of this Annex 1 LICENSEE will furnish to ARM a certificate signed by a duly authorised representative of LICENSEE that to the best of his or her knowledge, information and belief, after due enquiry, LICENSEE has complied with provisions of this Clause.

7.4 Notwithstanding anything to the contrary in the TLA, upon termination or expiration of this Annex 1 or upon termination of the TLA by either party in accordance with the provisions of Clause 14 of the TLA, the provisions of Section 2 Clause C of this Annex 1 and any licenses granted pursuant to Section 2 Clause I.1 prior to such termination or expiration shall survive.

AP/MH		ARM/AMCC
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SECTION 8 - FEES AND ROYALTIES

Subsection 1 - Fees

Table A - License Fees

Fee (Descriptor)	US$
	Due			Payable	Due Date (Invoice Date)
[…***…]		[	…***…]	[…***…]	[…***…]
				[…***…]	[…***…]
				[…***…]	[…***…]
				[…***…]	[…***…]
				[…***…]	[…***…]
				[…***…]	[…***…]
[…***…]		[	…***…]	[…***…]	[…***…]

Support and Maintenance Fees

In respect of each year of the Term, in addition to the Licence Fee, LICENSEE shall pay to ARM annually the support and maintenance fees set out in the table below:

Table B – Support and Maintenance Fees

Fee (Descriptor)	Due (US$)	Due Date (Invoice Date)
[…***…]	[…***…]	[…***…]
[…***…]	[…***…]	[…***…]
[…***…]	[…***…]	[…***…]
[…***…]	[…***…]	[…***…]
[…***…]	[…***…]	[…***…]

In the event LICENSEE wishes to obtain support and maintenance services from ARM for Year 6, LICENSEE shall notify ARM prior to the fifth anniversary of the Annex Effective Date and the parties shall negotiate in good faith the support and maintenance fee for Year 6, which shall not exceed US […***…] .

Subsection 2 - Royalties

Currency:             US Dollars

Due:                      […***…]

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Payable:	In accordance with the provisions of Clause 6 of the TLA.
Invoice Address:	[…***…] Applied Micro 215, Moffett Park Drive Sunnyvale, Ca 94089

Calculation:

A. As partial consideration for the manufacturing licenses herein, for each unit of ARM Compliant Product distributed by LICENSEE, LICENSEE shall pay a Royalty calculated by multiplying the ASP for the ARM Compliant Product by the Royalty Rate determined from the following table, subject to part B below :

Cumulative Number of Units of ARM Compliant Products distributed by LICENSEE	Royalty Rate % of ASP
	ARM Compliant Product containing an Architecture Compliant Core […***…]	ARM Compliant Product containing an Architecture Compliant Core […***…]	ARM Compliant Product containing an Architecture Compliant Core with […***…]
[…***…]	[…***…]	[…***…]	[…***…]
[…***…]	[…***…]	[…***…]	[…***…]
[…***…]	[…***…]	[…***…]	[…***…]

B. […***…]

C. […***…]

[…***…]

D. Except as otherwise provided in part B above, […***…]

Core	% of royalty payable
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]

[…***…]

Example 1:

[…***…]

AP/MH		ARM/AMCC
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Example 2: […***…]

ROYALTY REPORT

Form of Royalty Report

Send to:         The address for ARM set out in the TLA via first class mail and to royaltyreports@arm.com via email.

LICENSEE                                                                                                   

LICENSEE contact                                                                                      

Quarter for which report relates to                                                              

Table 1

Part Number	Intended Application	Number of Units of ARM Compliant Product distributed by LICENSEE in Quarter	Number of cores in each ARM Compliant Product	ASP(US$)		Applicable Royalty Rate			Royalty Due
				$	XXX		X	%	$	XXX
				$	XXX		X	%	$	XXX

Table 2

Part Number	Intended Application	Estimated Number of Units of ARM Compliant Product distributed by LICENSEE in Next Calendar Quarter	ASP (US$)		Applicable Royalty Rate			Royalty Due
			$	XXX		X	%	$	XXX
			$	XXX		X	%	$	XXX

The information provided in Table 2 shall be non-binding, supplied in good faith and treated as LICENSEE’s Confidential Information.

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SECTION 9 - MARKETING

Except as expressly provided below, neither party shall engage in any marketing activity relating to the ARM Technology licensed under this Annex 1 or to the existence of this Annex 1, without the prior written agreement of the other party.

Notwithstanding anything to the contrary contained in the TLA, […***…]

The parties shall mutually agree the timing, terms and method of issuance of a written announcement, which may be a press release, relating to the technology licensed under this Annex 1 and the relationship of the parties.

All communications for the above marketing activities shall be sent to the following contacts

ARM Marketing Contact	LICENSEE Marketing Contact
Director of Corporate Communications	[…***…]
CommsDirector@arm.com
110 Fulbourn Road
Cambridge
CB1 9NJ

SECTION 10 - […***…] PATENTS

[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]

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[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]
[…***…]	[…***…]

AP/MH		ARM/AMCC
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IN WITNESS WHEREOF the parties have caused this Annex 1 to be signed by their duly authorised representative:

ARM LIMITED	APPLIED MICRO CIRCUITS CORPORATION
BY: /s/	BY: /s/
NAME: Tudor Brown	NAME: [***]
TITLE: President	TITLE: [***]
DATE: 20.7.10	DATE: 07/09/10

AP/MH		ARM/AMCC
Copyright © 2012, ARM Limited. All Rights Reserved	Page 18 of 18

EX-10.70

Exhibit 10.70

		*** Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2
31 March, 2010	CONFIDENTIAL	LEC-LTR-15244-V2.0

This amendment (“Amendment One”) is effective from the     31            day of     March         2010 (“Effective Date”)

BETWEEN

ARM LIMITED whose registered office is situated at 110 Fulbourn Road, Cambridge CB1 9NJ, England (“ARM”);

and

APPLIED MICRO CIRCUITS CORPORATION, whose principal place of business is situated at 215 Moffett Park Drive, Sunnyvale, CA 94089 (“AMCC”).

WHEREAS

A. This Amendment refers to and amends the terms and conditions of the Technology License Agreement document number LEC-TLA-00606-V6.0 entered into between the parties on March 31, 2009 (the “Agreement”).

B. The parties wish to modify certain provisions of the Agreement.

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereby agree as follows:

1. All definitions contained in the Agreement shall have the same meanings and apply to this Amendment One.

2. All amendments to the Agreement as set out in this Amendment One shall be effective solely in respect of ARM Technology licensed under the Agreement as of the Effective Date of Amendment One. None of the amendments shall apply in respect of any ARM Technology licensed under the Agreement prior to the Effective Date of Amendment One.

3. Delete Clause 12.1 of the Agreement in its entirety and replace it with the following new Clause 12.1:

12.1 Except as provided under Clause 12.2, in the event of a suit against LICENSEE based upon a claim that the Trade Marks or any of the ARM Technology delivered by ARM to LICENSEE under this TLA and relevant Annex 1, when used in accordance with the provisions of this TLA and relevant Annex 1 (including but not limited to such ARM Technology instantiated in an integrated circuit), infringes any third party Intellectual Property, ARM agrees, subject to the limitations of Clauses 13.1 and 13.2(A), to defend and indemnify LICENSEE, at ARM’s expense, and to pay costs and damages finally awarded in any such suit or agreed in any settlement, provided that; (i) ARM is promptly notified by LICENSEE, in writing, of any threats, claims and proceedings related thereto; (ii) ARM has sole control of the defence and any settlement thereof; (iii) LICENSEE does not make any admission of liability nor settle or otherwise compromise any such claim without ARM’s prior written consent; (iv) LICENSEE furnishes to ARM, upon request, any information available to LICENSEE relating to the defense of such claim; (v) LICENSEE provides reasonable assistance to ARM in the defense of such claim; and (vi) LICENSEE ceases use of the ARM Technology which is the subject of the infringement claim promptly upon receipt from ARM of any non-infringing replacement for such ARM Technology, where “promptly” means (a) immediately in respect of any new design or derivatives which have not been taped out and (b) within nine (9) months of receipt of such non-infringing replacement in respect of any existing designs which have been taped out. THE FOREGOING STATES THE ENTIRE LIABILITY OF ARM WITH RESPECT TO INFRINGEMENT BY THE TRADE MARKS OR THE ARM TECHNOLOGY OF ANY THIRD PARTY INTELLECTUAL PROPERTY.

4. Delete Clause 12.2 of the Agreement in its entirety and replace it with the following new Clause 12.2:

12.2 ARM shall have no liability under Clause 12.1 in respect of; (i) any infringement arising from; (a) the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (b) any modification of the ARM Technology by or for LICENSEE if such infringement would not have occurred but for such modification; (c) the process of synthesizing any ARM

AP/MH Page 1 of 3 ARM/AMCC

		*** Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2
31 March, 2010	CONFIDENTIAL	LEC-LTR-15244-V2.0

Technology including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (d) any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process; or (ii) any suit brought by a third party against LICENSEE based upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA (including but not limited to such ARM Technology instantiated in an integrated circuit) infringes a patent owned by such third party where such claim has been made by such third party in response to an initial claim by LICENSEE that such third party infringes any patent owned or controlled by LICENSEE.

5. Delete Clause 12.4 of the Agreement in its entirety and replace it with the following new Clause 12.4:

12.4 If a suit against ARM is based in whole or in part upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA, when used in accordance with this TLA (including but not limited to such ARM Technology instantiated in an integrated circuit), infringes any third party Intellectual Property because of; (i) the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (ii) the modification by LICENSEE of the ARM Technology if such infringement would not have occurred but for such modification; (iii) the process of synthesizing any ARM Technology performed by or for LICENSEE including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (iv) any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process, then LICENSEE agrees, subject to the limitations of Clause 13.2(B), to defend and indemnify ARM, at LICENSEE’s expense, and to pay costs and damages finally awarded in any such suit or agreed in any settlement, but only to the extent such suit relates to any of (i) to (iv) above, provided that; (i) LICENSEE is promptly notified by ARM, in writing, of any threats, claims and proceedings related thereto; (ii) LICENSEE has sole control of the defence and any settlement thereof; (iii) ARM does not make any admission of liability nor settle or otherwise compromise any such claim without LICENSEE’s prior written consent; (iv) ARM furnishes to LICENSEE, upon request, any information available to LICENSEE relating to the defense of such claim; and (v) ARM provides reasonable assistance to LICENSEE ARM in the defense of such claim. AMCC shall have no liability under this Clause 12.4 in respect of any suit brought by a third party based in whole or in part upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA infringes a patent owned by such third party where such claim has been made by such third party in response to an initial claim by ARM that such third party infringes any patent owned or controlled by ARM

6. Delete Clause 13.2 of the Agreement in its entirety and replace it with the following new Clauses 13.2A and 13.2B:

13.2 (A) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS TLA, THE MAXIMUM LIABILITY OF ARM TO LICENSEE IN AGGREGATE FOR ALL CLAIMS MADE AGAINST ARM IN CONTRACT TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF EACH ANNEX 1 SHALL NOT EXCEED ONE HUNDRED PERCENT (100%) OF THE FEES (DEFINED IN CLAUSE 6.1) PAID BY LICENSEE TO ARM UNDER SUCH ANNEX 1. THE EXISTENCE OF MORE THAN ONE CLAIM OR SUIT WILL NOT ENLARGE OR EXTEND THE LIMIT. LICENSEE RELEASES ARM FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THIS LIMITATION.

(B) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS TLA, THE MAXIMUM LIABILITY OF LICENSEE TO ARM IN AGGREGATE FOR DEFENCE AND INDEMNIFICATION MADE PURSUANT TO CLAUSE 12.4 IN CONNECTION WITH THE SUBJECT MATTER OF EACH ANNEX 1 SHALL NOT EXCEED […***…] OF THE FEES (DEFINED IN CLAUSE 6.1) PAID BY LICENSEE TO ARM UNDER SUCH ANNEX 1. THE EXISTENCE OF MORE THAN ONE CLAIM OR SUIT WILL NOT ENLARGE OR EXTEND THE LIMIT. ARM RELEASES LICENSEE FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THIS LIMITATION.

7. Except as specifically modified herein, all the terms and conditions of the Agreement shall remain in full force and effect.

AP/MH Page 2 of 3 ARM/AMCC

		*** Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2
31 March, 2010	CONFIDENTIAL	LEC-LTR-15244-V2.0

IN WITNESS WHEREOF the parties have caused this Amendment to be executed by their duly authorized representative:

ARM LIMITED	APPLIED MICRO CIRCUITS CORPORATION
BY /s/	BY /s/
NAME Graham Budd	NAME […***…]
TITLE Chief Operating Officer	TITLE […***…]
DATE 14 April 2010	DATE 03/31/10

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EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dr. Paramesh Gopi, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of Applied Micro Circuits Corporation; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

/S/    DR. PARAMESH GOPI        

Dr. Paramesh Gopi

President and Chief Executive Officer

Date: November 2, 2012

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert G. Gargus, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of Applied Micro Circuits Corporation; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

/S/    ROBERT G. GARGUS        

Robert G. Gargus

Senior Vice President and Chief Financial Officer

Date: November 2, 2012