**Exhibit 10.12****ASSET PURCHASE AGREEMENT**This ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of March 16, 2007(the “Effective Date”) by and between Actel Corporation, a California corporation with a place ofbusiness at 2061 Stierlin Court, Mountain View, CA 94043 (“Actel” or “Buyer”), andBTR, Inc., a Nevada corporation with a place of business at 20380 Town Center Lane, Suite 250,Cupertino, CA 95014 (“BTR”), and Advantage Logic Inc, a California corporation with a placeof business at 20380 Town Center Lane, Suite 250, Cupertino, CA 95014 (“ALI” and, togetherwith BTR, “BTR/ALI”), and, solely as to Sections 1 (Definitions), 6 (Representations andWarranties of BTR/ALI and the Officers), 8 (Non-Assertion Covenant), 9 (Additional Obligations ofthe Parties), 12 (Limitation on Liability), and 13 (Miscellaneous), Benjamin Ting, Peter Pani, andRichard Abraham (collectively, the “Officers”). The Parties hereby agree as follows:**1. DEFINITIONS**1.1 Unless otherwise defined in this Agreement, capitalized terms are used in this Agreement asdefined in the Settlement Agreement or the License Agreement.1.1.1 “Affiliate” has the meaning set forth in Rule 12b-2 of the regulationspromulgated under the Securities Exchange Act of 1934 as amended.1.1.2 “Agreements” means this Agreement and the Settlement Agreement.1.1.3 “Applicable Federal Rate” means the applicable federal rate for purposes ofSection 1274(d) of the Internal Revenue Code published by the Internal Revenue Service forthe then-current month on the IRS Web site’s index of applicable federal rates for mid-termtransactions that involve interest paid or accrued on an annual basis.1.1.4 “Arbitration” means Actel Corp. v. BTR, Inc. — JAMS No. 1100046359.1.1.5 “Assigned Contracts” means the Contracts listed on Attachment A (AssignedContracts List).1.1.6 “Assigned Patents” means the patents and patent applications listed onAttachment B.1.1.7 “Business Day” means any day other than a Saturday, Sunday or other day onwhich banks in California are authorized or required by law to close.1.1.8 “Confidential Information” means any and all Confidential Information, asdefined or described in the License Agreement.1.1.9 “Contracts” means all contracts and agreements related to the IP Assets(including, without limitation, licenses, patent assignment agreements, consultantagreements, employee agreements, and law firm engagement agreements), except for anyagreements to which Buyer is a party.1.1.10 “Deduction” means an amount Buyer may deduct and retain from the EscrowAmount following a final determination of a claim set forth in a Notice of Claim under thisAgreement. For purposes hereof, “a final determination of a claim” means: (a) entry of a
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final judgment in an arbitration of such claim by an arbitrator in accordance with Section13.14 hereof; (b) execution of a memorandum setting forth the Parties’ agreement withrespect to such claim; or (c) the failure by BTR/ALI to object after receipt of a Notice ofClaim in accordance with the provisions of Section 5.2 (Procedure for Taking Deductionsfrom Escrow).1.1.11 “Escrow Amount” means $3.75 million of the Purchase Price minus anyapplicable Deductions.1.1.12 “Escrow Termination Date” means the fifth anniversary of the Effective Dateof this Agreement.1.1.13 “Inventors” means all individuals who contributed to the development of theIP Assets. For avoidance of doubt, “Inventors” includes, but is not limited to, namedinventors on an Assigned Patent.1.1.14 “IP Assets” means, collectively, all (a) Assigned Patents; (b) Technology andConfidential Information delivered on or before December 15, 2000 under the LicenseAgreement; and (c) related copyrights and mask work rights.1.1.15 “Liability Offset” means the amount of any indemnification obligation orother liability to Buyer arising under this Agreement that Buyer is not able to collect dueto the provisions of Sections 5 (Escrow) or 12 (Limitation on Liability).1.1.16 “License Agreement” means the agreement by and between BTR and Actel enteredinto as of March 6, 1995, and amended and restated as of December 15, 2000.1.1.17 “New Claim” means any claim or cause of action asserted against Actel based,in whole or in part, upon alleged infringement or misappropriation of any patent or otherintellectual property right that is: (a) asserted by BTR/ALI or any Officer; or (b) assertedby any Person in which an Officer has a greater than 10% direct or indirect ownership orbeneficial financial interest; or (c) asserted by any Person from which BTR/ALI or anyOfficer receives more than 10% of the amount of any judgment or award made pursuant to suchclaim or cause of action.1.1.18 “Notice of Claim” means a written notice from a Party (a) stating that theother Party, or any of its Affiliates, has breached this Agreement and providing areasonably detailed description of the nature of the breach or (b)(i) stating that suchParty has paid, sustained, incurred, or accrued a loss for which the other Party would haveliability or an indemnification obligation under this Agreement; (ii ) specifying theaggregate amount of each loss or a good faith estimate thereof, in each case to the extentknown or determinable at the time; and (iii) providing a reasonably detailed description ofthe nature of the breach to which such loss is related.1.1.19 “Party” means Actel, BTR and ALI (or, when used collectively, BTR/ALI) and,solely as to Sections 1 (Definitions), 6 (Representations and Warranties of BTR/ALI and theOfficers), 8 (Non-Assertion Covenant), 9 (Additional Obligations of the Parties), 12(Limitation on Liability), and 13 (Miscellaneous) the Officers.1.1.20 “Person” means an individual, a corporation, a partnership, an association, ajoint-stock company, a business trust, limited liability company, or an unincorporatedorganization.
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1.1.21 “Purchase Price” means $7.5 Million USD to be paid by Buyer as set forth inSection 4 (Payment) of this Agreement.1.1.22 “Knowledge” means the actual knowledge, without independent investigation, ofBTR/ALI or the Officers.1.1.23 “Settlement Agreement” means the settlement agreement of even date herewithproviding, among other things, for dismissal of the Arbitration.1.1.24 “Technology” means any and all Technology and Joint Technology, as defined inthe License Agreement.**2. PURCHASE AND SALE OF ASSETS**2.1 Purchase and Sale of IP Assets. BTR/ALI hereby sells, transfers, conveys, assigns anddelivers to Buyer, and Buyer hereby purchases and acquires from BTR/ALI, all right, title, andinterest in and to the IP Assets, free and clear of all liens, security interests, and encumbrancesof any kind or nature. BTR/ALI, on behalf of itself and its Affiliates, acknowledges and agreesthat Buyer shall, upon the Effective Date, be deemed the successor-in-interest to the IP Assets forthe purposes of attorney-client, attorney work product and similar privileges.2.2 Assignment of Contracts. BTR/ALI hereby assigns to Buyer, and Buyer hereby assumes,each of the Assigned Contracts provided, however, that the rights and obligations of AssignedContracts #1, #3, and #4 (as listed on Attachment A (Assigned Contracts List)) are only assigned tothe extent they relate to the IP Assets, those IP Assets being specifically and exclusively limitedto “(a) Assigned Patents; (b) Technology and Confidential Information delivered on or beforeDecember 15, 2000 under the License Agreement; and (c) related copyrights and mask work rights.”For any Assigned Contract Buyer shall assume all obligations of BTR/ALI thereunder, except thatBuyer shall not assume any liabilities (a) incurred or accrued by BTR/ALI prior to the assignmentof such Contract to Buyer; or (b) triggered by the Parties’ execution of this Agreement, whichliabilities shall remain the sole responsibility of BTR/ALI.2.3 Expenses. All sales and use taxes and recordation fees, if any, relating to thetransfer of the IP Assets to Buyer hereunder, will be evenly split by Actel and BTR/ALI. All othertaxes, fees, and costs, including but not limited to legal fees, accounting fees, consulting fees,and other incidental expenses, will be borne by the Party that incurs such fee or cost.2.4 IP Asset Assignment Forms. On the Effective Date, BTR/ALI shall execute and deliver toBuyer the assignment forms attached as Attachment B (Assignments of Rights) to this Agreement.2.5 Provision of Documents and Information. By the Effective Date, BTR/ALI will provide toBuyer:2.5.1 Originals or, if originals are not available to BTR/ALI, copies of all materialdocuments related to the IP Assets, including but not limited to patent prosecution files,prior art, enforcement letters sent to third parties, documentation regarding thenegotiation of licenses with third parties, documents evidencing BTR/ALI’s rights in the IPAssets, and any other documentation relating to the development, conception, or reduction topractice
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of any of the IP Assets, including inventor notebooks, in the form and manner reasonablyrequested by Buyer2.5.2 A schedule of patent maintenance fees due within 12 months of the Effective Date,along with documentation that BTR/ALI has paid all filing, maintenance, and other feesassociated with the Assigned Patents. In no event shall BTR/ALI be liable for the paymentof filing, maintenance, and other fees associated with the Assigned Patents due and payableafter the Effective Date.2.6 Patent Prosecution Counsel. By the Effective Date, BTR/ALI will notify the patentprosecution counsel responsible for the Assigned Patents that ownership of the Assigned Patents,including all documents and files related thereto, is changing to Buyer. BTR/ALI will provide awritten conflict waiver to the patent prosecution counsel responsible for the Assigned Patents thatallows the counsel to continue to prosecute the Assigned Patents on behalf of Buyer, provided,however, that BTR/ALI shall have no responsibility or duty with respect to other conflicts that mayexist or arise. BTR/ALI will assign any attorney-client rights, such as attorney-client privilege,with respect to those matters to Buyer who, with respect to all such rights attaching prior to theEffective Date, will be a co-holder with BTR/ALI, provided that any attempted waiver of any co-heldprivilege by BTR/ALI will not be effective unless BTR/ALI has obtained Buyer’s express writtenconsent prior to the waiver. There will be no limitations on Buyer’s right to waive any co-heldprivilege, except that Buyer will give BTR/ALI ten days’ written notice prior to any waiver.**3. ASSUMPTION OF LIABILITIES**3.1 No Assumption of Liabilities. Other than any obligations Buyer assumes under anAssigned Contract, BTR/ALI, on behalf of itself and its Affiliates, acknowledges and agrees thatBTR/ALI shall be solely responsible for the payment of (and Buyer will not assume or become liablefor) any obligations, commitments, or liabilities, whether known or unknown, absolute, contingent,or otherwise, of BTR/ALI and its Affiliates, including, without limitation, their performance orobligations under the Assigned Contracts arising prior to the Effective Date, any obligations underContracts that are not Assigned Contracts, any obligations to any employees of BTR/ALI, and anytaxes or other amounts relating to the use, ownership or exploitation of the IP Assets prior to theEffective Date (collectively “BTR/ALI Retained Liabilities”). For any obligations Buyer assumesunder an Assigned Contract, Buyer acknowledges and agrees that Buyer shall be solely responsiblefor the payment of (and BTR/ALI will not become liable for) any obligations, commitments, orliabilities, whether known or unknown, absolute, contingent, or otherwise, of Buyer, including,without limitation, Buyer’s performance of obligations under the Assigned Contracts arising afterthe Effective Date, and any obligations relating to Buyer’s use, ownership or exploitation of theIP Assets after the Effective date (collectively “Buyer’s Assumed Liabilities”).**4. PAYMENT**4.1 Payment of Purchase Price. As consideration for the purchase of the IP Assets and forthe Settlement Agreement, and subject to the terms and conditions of this Agreement, except as
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otherwise set forth in this Section 4 (Payment), Buyer shall pay by wire transfer to the account(s)designated by BTR/ALI the Purchase Price in immediately available funds according to the followingterms.4.1.1 Initial Payment. Buyer shall pay $3.75 Million of the Purchase Price on theEffective Date (the “Initial Payment”).4.1.2 Escrow. Buyer shall retain the Escrow Amount in a Buyer-held escrow.4.1.3 Interest Payments. On each anniversary of the Effective Date in 2008, 2009,2010, 2011, and 2012, Buyer shall pay BTR/ALI interest at the Applicable Federal Rate on thethen-current Escrow Account. Payment will be made by wire transfer to the accountsdesignated by BTR/ALI.4.1.4 Deductions from the Escrow Amount. Buyer will reduce the Escrow Amount bydeducting from the Escrow Amount any Deductions permitted under this Agreement. Deductionsshall be effective from the date of the applicable Notice of Claim. In the event Buyer haspaid interest under Section 4.1.3 hereof on an Escrow Amount subsequently determined to besubject to a Deduction, Buyer will reduce the Escrow Amount by the amount of the interestpaid to BTR/ALI that is attributable to such Deduction.4.1.5 Payment of Escrow. On the Escrow Termination Date, Buyer shall pay by wiretransfer to the accounts designated by BTR/ALI the Escrow Amount remaining in escrow aftergiving effect to any Deductions less the amount of any claim included in a Notice of Claimdelivered to BTR/ALI prior to the Escrow Termination Date that has not been finallydetermined as of that date. At the time and to the extent that such claim is finallyresolved in favor of BTR/ALI, Buyer shall pay by wire transfer to the account(s) designatedby BTR/ALI the amount due, plus interest (at the Applicable Federal Rate).4.2 Allocation of Purchase Price. The Purchase Price will be allocated among the IP Assetsin accordance with Attachment G (Allocation of Purchase Price). The Parties agree to be bound bythis allocation and to report these items for federal income tax purposes as allocated. The Partiesagree to execute and deliver Internal Revenue Service Form 8594 reflecting this allocation.4.3 Effect of Allocation. The Parties agree to abide by the allocation of the PurchasePrice specified in this Agreement, and agree to report the transaction as so allocated for incometax purposes.**5. ESCROW**5.1 Creation of Escrow. By virtue of this Agreement and as security for therepresentations and warranties, covenants (including the Non-Assertion Covenant), indemnification,and all other BTR/ALI obligations under this Agreement, Buyer shall retain the Escrow Amount, whichwill constitute an escrow to be governed by the terms and conditions set forth in this Section 5(Escrow). BTR/ALI, on behalf of itself and its Affiliates, acknowledges that the Escrow Amountwill be a debt obligation of Buyer and will not be segregated.5.2 Procedure for Taking Deductions from Escrow. At any time prior to final payment of theEscrow Amount, Buyer may deduct and retain from the Escrow Amount such amounts as are
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required to cover any liability of BTR/ALI to Buyer under this Agreement, including liability underSection 11 (Indemnification), subject to the following procedures:5.2.1 Buyer shall provide BTR/ALI with notice of facts that may give rise to a claim againstBTR/ALI within a reasonable period of time after Buyer becomes aware of such facts, but thefailure to provide such notice shall not constitute a waiver of any claim. Within one yearof Buyer becoming aware of a claim or aggregate of claims against BTR/ALI under thisAgreement in excess of $500,000, Buyer shall deliver a Notice of Claim to BTR/ALI. If Buyerfails to deliver such Notice of Claim within one year of becoming aware of a claim, suchfailure to so deliver shall constitute an irrevocable waiver of such claim.5.2.2 If BTR/ALI does not object in writing within 30 days after Buyer’s delivery of theNotice of Claim, such failure to so object will constitute an irrevocable acknowledgment byBTR/ALI that Buyer is entitled to the full amount of each claim set forth in the Notice ofClaim.5.2.3 If BTR/ALI objects in writing within 30 days after Buyer’s delivery of the Notice ofClaim, BTR/ALI and Buyer shall attempt in good faith to agree upon the rights of therespective Parties with respect to each of the claims. If the Parties should so agree, amemorandum setting forth any agreement reached by the Parties with respect to each claimwill be prepared and signed by both Parties. The Parties will each be entitled to rely onthe memorandum and take any actions contemplated in the memorandum.5.2.4 If the Parties are unable to agree within 60 days of BTR/ALI’s delivery of its writtenobjection to the Notice of Claim, either Party may file a request for arbitration inaccordance with the terms of Section 13.14(Arbitration). In the event of an arbitrationfiled under this Section 5 (Escrow), the Parties agree that, subject to availability, thearbitrator will be the Arbitrator from the Arbitration. If the amount of BTR/ALI’s allegedliability is at issue in pending litigation with a third party, the arbitration, once filed,will be stayed and will not commence until: (a) the amount of BTR/ALI’s alleged liability isascertained; or (b) both Parties agree to pursue the arbitration.**6. REPRESENTATIONS AND WARRANTIES OF BTR/ALI AND THE OFFICERS**6.1 BTR/ALI and Officer Representations and Warranties. BTR/ALI and the Officers make thefollowing representations and warranties:6.1.1 BTR is a Nevada corporation, duly organized, validly existing, and in good standingunder the laws of the State of Nevada, and is qualified to transact business in the State ofCalifornia.6.1.2 ALI is a California corporation, duly organized, validly existing, and in goodstanding under the laws of the State of California, and is qualified to transact business inthe State of California.6.1.3 BTR/ALI and the Officers have full legal power and authority to enter into and performthis Agreement, and this Agreement constitutes a valid and binding obligation of BTR/ALI andthe Officers, enforceable in accordance with its terms. BTR/ALI and the
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Officers shall not enter into any other agreement that would interfere with the performanceof their obligations under this Agreement. BTR and ALI have obtained all necessary consentsand approvals from their respective boards of directors and stakeholders for the adoptionand approval of this Agreement and the transactions contemplated hereby.6.1.4 The execution and delivery of this Agreement does not, and the performance by BTR/ALIand the Officers of their obligations under this Agreement will not, conflict with, violate,or constitute a material default under the terms, conditions, or provisions of any materialagreement or instrument to which BTR/ALI or the Officers is a party, or, to BTR/ALI’s andthe Officers’ Knowledge, any material law, judgment, or order, and will not result in thecreation of any lien, security interest, or encumbrance on any of the IP Assets.6.1.5 There is no action, proceeding, or claim pending, or, to BTR/ALI’s and the Officers’Knowledge, threatened, against BTR/ALI or the Officers that would affect the IP Assets orBTR/ALI’s or the Officers’ ability to consummate the transactions contemplated by thisAgreement.6.1.6 No consent, approval, or authorization of or declaration, filing, or registration withany governmental or regulatory authority or consent or approval of any Person, is requiredas a precondition to the execution, delivery, and performance by BTR/ALI and the Officers ofthis Agreement or the consummation of the transactions contemplated by the Agreement.6.1.7 BTR/ALI has good and valid title, of record and beneficially, to all of the IP Assetsand at the Effective Date will transfer and deliver to the Buyer legal and valid title tothe IP Assets, free and clear of all liens.6.1.8 A complete and accurate list of all Contracts is attached hereto as Attachment D(Contracts List) and BTR/ALI has provided Buyer with a true and correct copy of eachContract.6.1.9 BTR/ALI has provided Buyer with true and correct copies of all documents evidencingBTR/ALI’s rights in the IP Assets. The copies provided shall be replaced with the originaldocuments, as available, on the Effective Date.6.1.10 Other than the Contracts listed on Attachment D (Contracts List), there are no validand binding Contracts or other agreements, whether written or oral, related to the IPAssets to which BTR/ALI or the Officers is a party and, to BTR/ALI’s and the Officers’Knowledge, there are no other valid and binding Contracts related to the IP Assets.6.1.11 As of the Effective Date, the Officers delivered to BTR and BTR delivered to Buyerall Confidential Information and Technology they were obligated to disclose, deliver, orotherwise provide to Buyer under the License Agreement and no Confidential Information orTechnology was delivered, disclosed, or otherwise provided to Buyer under the LicenseAgreement after December 15, 2000.6.1.12 Before entering into the License Agreement with Actel, BTR/ALI made efforts tolicense or sell the then-existing IP Assets. Except as listed in Attachment C (Prior Use ofIP Assets) during their efforts to license or sell the then-existing IP Assets, BTR/ALI didnot disclose to any Person any confidential information relating to the IP Assets. Afterentering into the License Agreement, BTR/ALI’s only Use of the IP Assets was to perform
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its duties under the License Agreement. “Use” means (a) to develop, make, have made, use,offer for sale, sell, design, modify or create derivative works of devices under the IPassets, or (b) to license other Persons to develop, make, have made, use, offer for sale,sell, design, modify or create derivative works of devices under the IP Assets, or (c) todisclose, sell, license, make efforts to license or sell, offer for sale, or offer forlicense any of the IP Assets.6.1.13 Other than what BTR/ALI are transferring, selling, or assigning to Buyer under thisAgreement, there are no patents, patent applications, trade secrets, confidentialinformation, know how, copyrights, or other intangible property related to the FPGAArchitecture (as defined in the License Agreement) that were ever owned by (or licensed to)BTR/ALI or the Officers, and to BTR/ALI’s and the Officers’ Knowledge, there are no suchpatents, patent applications, trade secrets, confidential information, know how, copyrights,or other intangible property related to the FPGA Architecture. Immediately after theconsummation of the transactions contemplated by this Agreement, BTR/ALI and the Officerswill have no license or any other right or interest in or to the IP Assets.6.1.14 The IP Assets constitute the independent work of (a) the Officers (in their capacityas Inventors) and (b) to BTR/ALI’s and the Officers’ Knowledge, the other Inventors listedon Attachment E (Inventor Contact Information). BTR/ALI and the Officers also representthat the Inventor Contact Information contains a complete list of Inventors with accuratecontact information and that the Officers (in their capacity as Inventors) and the otherInventors have each assigned all of their rights in the IP Assets to ALI or BTR pursuant toproprietary information and invention assignment agreements in the form provided to Buyer.6.1.15 The Assigned Patents correctly name the true and correct inventors of the inventionsclaimed in the patents. No person who is an inventor has been omitted from the AssignedPatents, and no person who in not an inventor has been included on any of the AssignedPatents.6.1.16 BTR/ALI and Officers are not aware (and to BTR/ALI’s and the Officers’ Knowledge, noother Inventor is aware) of any information, facts, or circumstances that would render anyof the Assigned Patents invalid or unenforceable. BTR/ALI and Officers are not aware (andto BTR/ALI’s and the Officers’ Knowledge, no Inventor is aware) of any prior art relevant tothe IP Assets that BTR/ALI has not disclosed to Buyer. For purposes of this provision,disclosure to the United States Patent and Trademark office in connection with theprosecution or any other proceeding involving an Assigned Patent will be considereddisclosure to Buyer.6.1.17 Neither BTR/ALI nor the Officers have (and to BTR/ALI’s and the Officers’ Knowledgeno Inventor has) publicly disclosed any invention covered by or disclosed in an AssignedPatent prior to any effective filing date of the relevant Assigned Patent; nor sold, oroffered for sale, any device including or produced using an invention covered by ordisclosed in an Assigned Patent prior to any effective filing date of the relevant AssignedPatent.6.1.18 Each Assigned Patent was prosecuted by BTR/ALI in good faith before the U.S. Patentand Trademark Office or applicable foreign agency.
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6.1.19 As of the Effective Date, neither BTR/ALI nor any of the Officers has received noticefrom any third party claiming that the operation or exploitation of any of the IP Assetsinfringes or misappropriates any intellectual property right of any third party, except asreflected on Attachment F (Third Party Notices).6.1.20 To BTR/ALI’s and the Officers’ Knowledge, there is no basis for the assertion of anyclaim for any liabilities for unpaid taxes of BTR/ALI or the Officers for which Buyer wouldbecome liable as a result of the transactions contemplated by this Agreement or that wouldresult in any lien on any of the IP Assets. To the extent applicable to the IP Assets,BTR/ALI and the Officers have not been delinquent in the payment of any material tax, nor isthere any tax deficiency outstanding, or to BTR/ALI’s or the Officers’ Knowledge, assessedor proposed against BTR/ALI or the Officers relating to the IP Assets.6.1.21 As of the Effective Date, BTR/ALI has no Affiliates other than the Officers.6.1.22 BTR/ALI’s principal business is not the sale of inventory from stock (as such termsare defined in Division 6 of the California Uniform Commercial Code); and the transactionscontemplated by this Agreement are not subject to the bulk sales provisions of Division 6 ofthe California Uniform Commercial Code.6.1.23 All amounts owed to creditors and other liabilities of BTR/ALI to the Officers orthird parties that exist (a) as of the Effective Date or (b) due to the execution of theAgreements are fully covered by, and will be paid out of, the Initial Payment.6.2 Correctness of Representations. No representation or warranty of BTR/ALI or theOfficers in this Agreement contains any untrue statement of material fact or fails to state anyfact necessary in order to make the statements not misleading in any material respect. Allstatements, representations, Attachments, and other information provided by BTR/ALI or the Officersto Buyer shall be true and correct in all material respects on and as of the Effective Date asthough made on that date. Except as set forth in the attachments referenced in this Section 6(Representations and Warranties of BTR/ALI and Officers), no documents or other informationprovided by BTR/ALI or the Officers to Buyer shall be deemed to modify, qualify, or limit therepresentations and warranties of BTR/ALI and Officers set forth in this Agreement.6.3 No Other Warranties. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, BTR/ALI TRANSFERTHE IP ASSETS ON AN “AS-IS” BASIS. BTR/ALI AND THE OFFICERS MAKE NO OTHER WARRANTIES WITH RESPECTTO ANY OF THE IP ASSETS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OFMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.6.4 Buyer Information. No information originally provided to BTR/ALI or the Officers byBuyer may be used by Buyer to allege a breach of a representation or warranty by BTR/ALI or theOfficers.**7. REPRESENTATIONS AND WARRANTIES OF BUYER**7.1 Buyer’s Representations and Warranties. Buyer makes the following representations andwarranties:
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7.1.1 Buyer is a California corporation, duly organized, validly existing, and in goodstanding under the laws of the State of California, and is qualified to transact business inthe State of California.7.1.2 Buyer has full legal power and authority to enter into and perform this Agreement, andthis Agreement constitutes a valid and binding obligation of Buyer, enforceable inaccordance with its terms. Buyer has obtained all necessary approvals from its board ofdirectors for the adoption of this Agreement and the transactions contemplated hereby,including payment of the Initial Payment, Escrow Amount, and interest payments. Buyer shallnot enter into any other agreement that would interfere with the performance of itsobligations under this Agreement, including payment of the Initial Payment, Escrow Amount,and interest payments.7.1.3 The execution and delivery of this Agreement does not conflict with, violate, orconstitute a default under the terms, conditions, or provisions of any agreement orinstrument to which Buyer is a party, or any law, judgment, or order of which Buyer isaware.7.1.4 There is no action, proceeding, or claim pending, or, to Buyer’s knowledge,threatened, against Buyer that would affect Buyer’s ability to consummate the transactionscontemplated by this Agreement, including payment of the Initial Payment, the Escrow Amount,and interest payments.7.1.5 No consent, approval, or authorization of or declaration, filing, or registration withany governmental or regulatory authority is required as a precondition to the execution,delivery, and performance by Buyer of this Agreement or the consummation of the transactionscontemplated by the Agreement, including payment of the Initial Payment, the Escrow Amount,and the interest payments.7.2 Correctness of Representations. No representation or warranty of Buyer in thisAgreement contains any untrue statement of material fact or fails to state any fact necessary inorder to make the statements not misleading in any material respect. All statements,representations, Attachments, and other information provided by Buyer to BTR/ALI and the Officersshall be true and correct in all material respects on and as of the Effective Date as though madeon that date. Except as set forth in the attachments referenced in this Section 7 (Representationsand Warranties of Buyer), no documents or other information provided by the Buyer to BTR/ALI andthe Officers shall be deemed to modify, qualify, or limit the representations and warranties ofBuyer set forth in this Agreement.7.3 No Other Warranties. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, BUYER MAKES NOOTHER WARRANTIES, EXPRESS OR IMPLIED.**8. NON-ASSERTION COVENANT**8.1 No Assertions by BTR/ALI and the Officers. BTR/ALI and the Officers hereby agree, onbehalf of themselves and their Affiliates, not to assert, directly or indirectly, for a period offive (5) years from the Effective Date, any claim or cause of action based, in whole or in part,upon alleged infringement or misappropriation by Actel or its suppliers or customers, mediate orimmediate, of any patent or other intellectual property right as a result of the manufacture, use,offer for sale, sale,
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lease, development, distribution, support, export, import, or other transfer of products orservices sold or offered for sale by Actel (Non-Assertion Covenant).8.2 Permitted Assertions by BTR/ALI and the Officers. Notwithstanding the provisions ofSection 8.1 (No Assertions by BTR/ALI and the Officers), BTR/ALI or the Officers may assert,directly or indirectly, any claim or cause of action based on any intellectual property or otherright against any Person, including Actel, if Actel or any of its Affiliates first asserts anyclaim or cause of action based, in whole or in part, upon the purported infringement by BTR/ALI ortheir suppliers or customers, mediate or immediate, of any patent or other intellectual propertyright as a result of the manufacture, use, offer for sale, sale, lease, development, distribution,support, export, import, or other transfer of products or services sold or offered for sale byBTR/ALI, provided that, in no event will BTR/ALI, the Officers, or their Affiliates be permitted toassert any right or claim released by BTR/ALI or the Officers pursuant to the Settlement Agreement.8.3 Remedies. In the event of a breach of the Non-Assertion Covenant, Buyer may make aDeduction pursuant to Section 1.1.10 and the procedures set out in Section 5 (Escrow) andpermanently retain the entire Escrow Amount, which will be the sole and exclusive remedy of Buyerfor any breach of the Non-Assertion Covenant. Notwithstanding the foregoing sentence, neitherBuyer nor any its Affiliates will be precluded or in any way restrained from exercising its rightsunder the Non-Assertion Covenant as a complete defense to any claim or action, whether: (a) as anaffirmative defense; (b) as a claim or counterclaim for injunctive relief, specific performance orsimilar equitable relief; or (c) in some other form. BTR/ALI and the Officers agree that Buyer’simmediate and mediate suppliers and customers are third-party beneficiaries of the Non-AssertionCovenant, and as such will be fully entitled to exercise Buyer’s rights under the Non-AssertionCovenant on their own behalf.8.4 Protective Order Claims. For the avoidance of any doubt, any claim of a violation ofthe Protective Order by BTR/ALI or the Officers will not be covered by the Non-Assertion Covenantand no claim by Actel of a violation of the Protective Order will relieve BTR/ALI and the Officersor their Affiliates of any obligations under the Non-Assertion Covenant.**9. ADDITIONAL OBLIGATIONS OF THE PARTIES**9.1 Assistance. BTR/ALI and the Officers will assist Buyers in obtaining Inventors’reasonable cooperation and assistance during prosecution and other patent office proceedingsrelated to the Assigned Patents, including executing all declarations, assignments, and othernecessary forms and in any litigation against a third party related to or arising from the IPAssets, provided, however, that all costs of such assistance by BTR/ALI and the Officers shall beadvanced or promptly reimbursed by Buyer. Notwithstanding any other provision of this Agreement,in no event shall BTR/ALI or the Officers be responsible for any patent maintenance fees or similarfees becoming due and payable after the Effective Date. The Officers listed in Attachment E(Inventor Contact Information) will update Buyer with any changes in their contact information.9.2 Documents and Information. In the event BTR/ALI or the Officers become aware of anydocuments or other information they are obligated to provide to Buyer, they shall provide Buyer
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prompt written notice thereof, provide Buyer with the information or a complete and accurate copyof such document and, at Buyer’s request, provide the original (if available) to Buyer.9.3 Contracts. In the event BTR/ALI or the Officers become aware of any Contracts thatwere not listed on Attachment D (Contracts List), they shall provide Buyer prompt written noticethereof, provide Buyer with a complete and accurate copy of the Contract and, at Buyer’s request,assign such Contract to Buyer. In connection with BTR/ALI’s and the Officers’ assignment to Buyerof any such Contract that Buyer has requested in writing to be assigned, Buyer shall assume suchContract and all obligations of BTR/ALI and the Officers thereunder, but Buyer shall not assume anyliabilities incurred or accrued by BTR/ALI and the Officers prior to the assignment of suchContract to Buyer, which liabilities shall remain the sole responsibility of BTR/ALI and theOfficers.9.4 IP Assets. In the event that BTR/ALI or the Officers become aware of any IP Assets orright, title, or interest in or to IP Assets that BTR/ALI is obligated to provide to Buyer underthis Agreement, they shall provide Buyer prompt written notice thereof and take all steps necessaryto transfer, convey, assign, and deliver all such IP Assets, including all right, title, andinterest therein.9.5 Encumbrances. In the event that BTR/ALI become aware of any lien, security interest,or encumbrance on an IP Asset, BTR/ALI shall provide Buyer prompt written notice thereof and takeall steps necessary to remove such lien, security interest, or encumbrance.9.6 Access to Records. Following the Effective Date, and upon reasonable prior writtennotice, BTR/ALI will afford the Buyer’s counsel and its accountants, during normal business hours,reasonable access to the books, records and other data relating to the IP Assets, Contracts, andother documents in its possession relating to the IP Assets with respect to periods prior to theEffective Date and the right to make copies and extracts therefrom, to the extent that such accessmay be reasonably required by the Buyer in connection with (i) the preparation of tax returns; (ii)in connection with any actual or threatened action or proceeding, against a third party, relatingto the IP Assets; or (iii) compliance with the requirements of any governmental entity relating tothe IP Assets.9.7 Additional Assurances. BTR/ALI and the Officers agree: (a) to provide to Buyer allinformation and documents in BTR/ALI’s and the Officers’ possession concerning the IP Assets,including but not limited to documents relating to the development, conception, reduction topractice, commercialization, registration or enforcement of any of the IP Assets; and (b) toexecute all documents and take all other steps, at the expense of Buyer (subject to Section 2.3(Expenses)), that are reasonably required or necessary to assist in the perfection of theassignment of the IP Assets to Buyer, to vest in the Buyer title to the IP Assets or to enable theBuyer to protect and exercise all rights and benefits of the IP Assets and as otherwise appropriateto consummate the transactions contemplated by this Agreement. For all original documents retainedby BTR/ALI or the Officers, if any, that relate in whole or in part to the IP Assets, BTR/ALI andthe Officers shall maintain and preserve such records and documents and make such records anddocuments available to Buyer upon Buyer’s reasonable request.
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9.8 Confidentiality.9.8.1 All information included in the IP Assets transferred under this Agreement will beconsidered Actel Confidential Information and may not be used by BTR/ALI or the Officers andmay not be disclosed by BTR/ALI or the Officers, except as follows:9.8.1.1 BTR/ALI and the Officers will have no confidentiality obligation withrespect to Actel Confidential Information included in the IP Assets that waspublicly disclosed by Actel at any time or by BTR/ALI prior to the date theArbitration was filed.9.8.1.2 BTR/ALI and the officers will have no confidentiality obligation withrespect to any Actel Confidential Information that has been or is publicly disclosedby Actel or otherwise has entered or enters the public domain through no action orinaction by BTR/ALI.9.8.1.3 BTR/ALI and the Officers will have no confidentiality obligation withrespect to Actel Confidential Information to the extent BTR/ALI later receives thesame information from a third party without confidentiality restriction, providedthat the third party is lawfully in possession of the information, free to discloseit without breaching any confidentiality obligation, and did not receive it,directly or indirectly, from BTR/ALI or the Officers.9.8.1.4 For the avoidance of doubt, BTR/ALI and the Officers will have noconfidentiality obligation with respect to any Actel Confidential Information thatwas included in any patent office filing made by any Party at any time.9.8.1.5 BTR/ALI and the Officers may disclose Actel Confidential Information asrequired by applicable law, or under a government or court order; provided, however,that (i) the obligations of confidentiality and non-use shall continue to thefullest extent not in conflict with such law or order, and (ii) if and when BTR /ALIor the Officers are required to disclose such confidential or proprietaryinformation pursuant to any such law or order, BTR shall inform Actel promptly priorto such disclosure and cooperate with Actel’s efforts to obtain a protective orderor to take such other actions as will prevent or limit public access to, ordisclosure of, such information.9.9 Additional BTR/ALI Non-Assertion Covenant. BTR/ALI and the Officers hereby agree, onbehalf of themselves and their Affiliates, not to assert, directly or indirectly, any patent orpatent applications owned or controlled by BTR/ALI or the Officers on or before the Effective Datethat is not included in the IP Assets, and any future continuations of such patents and patentapplications to the extent that the claims are the same, against any Actel product at issue in theArbitration, and any future members or generations of such products to the extent that thecircuitry is same. This Additional BTR/ALI Non-Assertion Covenant is intended to be a completedefense against such claims, and the sole and exclusive remedy of Buyer for any breach of thisAdditional BTR/ALI Non-Assertion Covenant shall be to raise this Covenant as a complete defense toany such claim.9.10 Actel Non-Assertion Covenant. Actel hereby agrees that it will not assert againstBTR/ALI or the Officers, directly or indirectly, any claim under this Agreement after the
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termination of this Agreement unless a New Claim has first been asserted. This Actel Non-AssertionCovenant is intended to be a complete defense against such claims, and the sole and exclusiveremedy of BTR/ALI and the Officers for any breach of this Actel Non-Assertion Covenant shall be toraise this Covenant as a complete defense to any such claim.**10. TERM**10.1 Term. The term of this Agreement will be 5 years from the Effective Date and shall benon-terminable prior to that date.10.2 Survival. The following terms and conditions of this Agreement will survive inaccordance with the following: Sections 1, 2, 3, 4, 5, 6, 7, 9, 12, and 13 shall expire on theexpiration date of the last to expire of the Assigned Patents. Notwithstanding the foregoing, theprovisions contained in Sections 6 and 9, to the extent that they apply to a particular AssignedPatent shall expire on the expiration date of that Assigned Patent.**11. INDEMNIFICATION**11.1 Indemnifications by BTR/ALI. Subject to the limitations set forth in Section 12(Limitation on Liability) and to the procedures set forth in Section 5 (Escrow), BTR/ALI willindemnify and hold Buyer, its Affiliates and their respective officers, directors, employees,stockholders, successors and assigns, harmless from and against any and all losses incurred therebyfrom and after the Effective Date in any way arising from or related to (a) all BTR/ALI RetainedLiabilities and any other liabilities associated with BTR/ALI’s and the Officers’ ownership or useof the IP Assets prior to the Effective Date; (b) the breach of any representation or warranty ofBTR/ALI or the Officers set forth in the Agreements; or (c) the failure by BTR/ALI or the Officersto observe or perform any other covenant or agreement to be observed or performed under theAgreements, except for the Non-Assertion Covenant, for breach of which the limited remedies are, asset forth above, (i) discharge and release of Buyer’s then-outstanding payment obligation underSection 4.1.5 (Payment of Escrow), pursuant to the procedures set forth in Section 5 (Escrow); and(ii) raising the Non-Assertion Covenant as a complete defense to any claim or action.11.2 Buyer’s Indemnifications. Buyer will indemnify and hold BTR/ALI and their Affiliatesand their respective officers, directors, employees, stockholders, successors and assigns, harmlessfrom and against any and all losses, up to a maximum of the aggregate amount paid by Buyer underthis Agreement, in any way arising from or related to (a) the breach of any representation orwarranty of Buyer or any of its Affiliates set forth in the Agreements; or (b) the failure by Buyeror any of its Affiliates to observe or perform any other covenant or agreement to be observed orperformed by or under the Agreements.11.3 Procedure for Bringing Claims for Indemnification by BTR/ALI. For any claim arisingunder Section 11.2, BTR/ALI and Actel shall follow the procedures and time-lines set forth inSections 5.2.1-5.2.4, notwithstanding the absence of an Escrow related to such claims.
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**12. LIMITATION ON LIABILITY**12.1 No Officers’ Liability. The Officers will have or bear no indemnification obligationsor other financial liability under or in connection with this Agreement or in connection with thesale by BTR/ALI of the IP Assets.12.2 BTR/ALI Liability Limited to Escrow. The sole and exclusive remedy of Buyer for anybreach of this Agreement by BTR/ALI and the Officers shall be to make a claim against the EscrowAmount and, except as provided in Section 12.4 (Liability Offset), the total aggregate liability ofBTR/ALI and the Officers under this Agreement will not exceed the Escrow Amount.12.3 No Post-Termination Liability. Except as provided in Section 12.4 (Liability Offset),neither Party will have any financial liability to the other for any claim or action based on thisAgreement asserted after the termination of this Agreement five years from the Effective Datepursuant to Section 10.1.12.4 Liability Offset. Notwithstanding anything to the contrary in this Agreement, Buyermay credit, apply, and deduct the amount of any and all Liability Offsets, up to the total amountactually paid to BTR/ALI under this Agreement, against any and all financial liability or otherfinancial obligations of Buyer incurred pursuant to a final judgment or award against Buyer as aresult of any New Claim.**13. MISCELLANEOUS**13.1 Acknowledgments. Each Party acknowledges that a breach of any of its obligationsunder the Agreement would cause the other Party irreparable harm and, in the event such Partybreaches or threatens to breach its obligations under the Agreement, the other Party shall beentitled to seek injunctive and other appropriate equitable relief.13.2 Notices. Whenever any matter in the Agreement provides for notice or other writtencommunication to be given to Buyer or BTR/ALI or the Officers, such notice shall be given at theaddress of such Party set forth below, or such other address as such Party shall provide, inwriting to the other Party. All notices may be given by being personally delivered, by being sentby prepaid air freight, delivery of which, within one Business Day of receipt by the air freightcompany, is guaranteed, or by being sent by facsimile, the receipt of which is acknowledged,addressed to the Party hereto to whom notice is to be given at the above-described address. Eachsuch notice shall be deemed to be effective upon receipt, if personally delivered, one Business Dayafter receipt by the airfreight company, if sent by airfreight, and one Business Day after beingsent by facsimile. Notices sent to BTR/ALI or the Officers in accordance with the provisions ofthis Section will be deemed to have been sent to BTR/ALI and the Officers.   If to Buyer: If to BTR/ALI and the Officers:Actel Corporation BTR, Inc.2061 Stierlin Court c/o Advantage Logic, Inc.Mountain View, CA 94043 20380 Town Center Lane, Suite 250Attn.: David L. Van De Hey Cupertino, CA 95014Fax: (650) 318-2444 Attn.: Richard AbrahamEmail:vandehey@actel.com Fax: 408-253-3469           david.foster@actel.com Email: lwabraham@msn.com
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13.3 Attorneys’ Fees. Should any litigation or arbitration be commenced between theParties hereto concerning the Agreement, or the rights and duties of the Parties in relation to theAgreement, the Party prevailing in such litigation or arbitration shall be entitled, in addition tosuch other relief as may be granted, to a reasonable sum for attorneys’ fees in connection withsuch litigation or arbitration, which sum shall be determined by the trier of fact in suchlitigation or arbitration or in a separate action brought for that purpose.13.4 Assignment. The Agreement shall be binding upon, and inure to the benefit of, therespective legal representatives, successors and permitted assigns of the Parties hereto. NeitherBTR/ALI nor the Officers may assign or transfer this Agreement, or any rights or obligationsherein, by operation of law or otherwise, without the express written consent of Buyer, which shallnot be unreasonably withheld, but after termination of this Agreement pursuant to Section 10.1,either BTR or ALI may assign its rights and obligations under this Agreement to the other inconnection with a winding down of the assigning corporation. Buyer may not assign or transfer anyof its rights under the Non-Assertion Covenant by operation of law or otherwise, without theexpress written consent of BTR/ALI, which shall not be unreasonably withheld, but may otherwiseassign its other rights and obligations under this Agreement to a successor to all or substantiallyall of its stock, business, or assets whether by sale, merger, or otherwise.13.5 Injunctive Relief. Notwithstanding anything in this Agreement to the contrary,neither Party shall be precluded or in any way restrained from seeking injunctive relief for anymaterial breach of this Agreement.13.6 Severability. Should any portion or provision of the Agreement be declared invalid orunenforceable in any jurisdiction by a court of competent jurisdiction, then such portion orprovision shall be deemed to be severable, to the extent invalid or unenforceable, from theAgreement as to such jurisdiction (but, to the extent permitted by law, not elsewhere) and shallnot affect the remainder thereof. Notwithstanding the foregoing; (a) such provision of theAgreement shall be interpreted by the Parties and by any such court, to the extent possible, insuch a manner that such provision shall be deemed to be valid and enforceable; and (b) such courtshall have the right to make such modifications to any provision of this Agreement as do notmaterially affect the rights or obligations of the Parties under the Agreement and as may benecessary in order for such provision to be valid and enforceable.13.7 Waiver. No waiver of any right or obligation of Buyer or BTR/ALI of the Officersunder the Agreement shall be effective unless in a writing, specifying such waiver, executed by theParty against which such waiver is being enforced. A waiver by either Party hereto of any of itsrights under the Agreement on any occasion shall not be a bar to the exercise of the same right onany subsequent occasion or of any other right at any time.13.8 Other Terms. The terms and provisions set forth in the Agreement shall control overany terms and provisions set forth in any purchase order or other document or instrument submittedto BTR/ALI by Buyer, and no such purchase order or other document or instrument or course of
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conduct or trade practice may be used to modify, vary or supplement any terms set forth hereinunless all Parties to this Agreement expressly agree in writing to such modification, variation orsupplement.13.9 Headings and Titles. The designation of a title, or a caption or a heading, for eachsection of the Agreement is for the purpose of convenience only and shall not be used to limit,enlarge, interpret, or modify the provisions of the Agreement.13.10 Presumptions. Because each of the Parties hereto has participated in drafting theAgreement, this Agreement shall not be interpreted in favor of, or against, any Party on the groundthat such Party was responsible for preparing the Agreement or any part thereof.13.11 Amendment or Modification. The Agreement may be amended, altered, or modified only by awriting, specifying such amendment, alteration or modification, executed by Buyer and BTR/ALI.13.12 Counterparts. The Agreement may be executed in two or more counterparts, each ofwhich shall be deemed an original, but all of which shall constitute one and the same instrument.13.13 Governing Law; Jurisdiction. This Agreement, and the rights and obligations of theParties hereunder, shall be governed by and construed in accordance with the laws of the State ofCalifornia. Subject to Section 13.14 (Arbitration), any action with respect to the Agreement filedby one Party against the other may only be brought in the United States District Court for theNorthern District of California or the Superior Court of the State of California in and for thecounty of Santa Clara.13.14 Arbitration. Any controversy or claim arising out of or relating to this Agreementor its breach shall be settled by arbitration in accordance with the Commercial Arbitration Rulesof the American Arbitration Association then in effect. In any arbitration hereunder, BTR/ALI andBuyer may agree on the selection of a single arbitrator, but if they cannot so agree, each suchParty shall select an arbitrator and the two selected arbitrators shall select a third arbitrator.No arbitrator may be affiliated, whether directly or indirectly, with any of the Parties,including, without limitation, as an employee, consultant, partner or shareholder. Thearbitrator(s) shall permit each of the Parties to the arbitration to engage in a reasonable amountof discovery. In the event either Party requests such an arbitration, the arbitration shall beheld in Santa Clara County, California. At the conclusion of the arbitration, the arbitrator orarbitrators will issue a written opinion including the decision and the reasons for the decision.The award by the arbitrator or arbitrators shall be final, and judgment upon the award rendered maybe entered in any court having jurisdiction thereof. Notwithstanding the foregoing, neither Partyshall be prevented from seeking injunctive relief, including, without limitation, a temporaryrestraining order, as contemplated by Section 13.1 (Acknowledgments), from the courts specified inSection 13.13 (Governing Law; Jurisdiction).13.15 Complete Agreement. The Agreement constitutes the complete understanding of theParties hereto regarding the subject matter thereof and supersedes all prior or contemporaneousagreements of the Parties, whether written or oral, with respect to such subject matter.[Signature page follows]
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IN WITNESS WHEREOF, the Parties hereto have causedthis Asset Purchase Agreement to be executed as ofthe Effective Date.           **BUYER**         ACTEL CORPORATION                  Date Signature Printed Name Title           **BTR/ALI**         BTR, INC.                    Date Signature Printed Name Title       ADVANTAGE LOGIC, INC.                  Date Signature Printed Name Title           **OFFICERS**         RICHARD ABRAHAM                  Date Signature Printed Name         PETER PANI                    Date Signature Printed Name         BENJAMIN TING                  Date Signature Printed Name  
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**ATTACHMENT A**Assigned Contracts List         **Contract Title** **Parties** **Date**1. Agreement for Assignment ofRights in Intellectual Propertyand Covenant Against Disclosure ALI