exv10w6







Exhibit
10.6



This amendment (“Amendment One”) is effective from 22 June 2009 (“Effective Date”)



BETWEEN



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



And



RDA INTERNATIONAL INC. whose principal place of business is 3328, 32F China Merchants Tower, 168
Connaught Road Central, Hong Kong (“RDA”).




WHEREAS





	A.	 	This Amendment One (defined above) refers to and amends the terms and conditions ARM7TDMI-S
annex (document number LEC-ANX-01223) (the “Annex”) to the technology licence agreement
document number LEC-TLA-00547 between ARM and RDA dated 28 March 2008 (the “Agreement”).
	 
	B.	 	RDA has requested and ARM has agreed to revise the royalty rates set out in the Annex.





IT IS AGREED AS FOLLOWS:





	1.	 	That all definitions contained in the Agreement shall have the same meanings and apply to
this Amendment One.
	 
	2.	 	Delete the royalty tables set out in Section 8 of the Annex and replace with the following:-





For Bluetooth products:-




	 	 	 	 	 
	Cumulative Number of Units of ARM Compliant	 	 	 	 
	Products distributed by LICENSEE	 	Royalty Rate	 	 
	***

	 	***% ASP	 	 
	***

	 	***% ASP	 	 
	***

	 	***% ASP	 	 
	***

	 	***% ASP	 	 






For Handset Baseband products:-




	 	 	 
	Cumulative Number of Units of ARM Compliant	 	 
	Products distributed by LICENSEE	 	Royalty Rate
	***

	 	The greater of ***% ASP and Royalty Floor*
	***

	 	The greater of ***% ASP and Royalty Floor*
	***

	 	The greater of ***% ASP and Royalty Floor*
	***

	 	The greater of ***% ASP and Royalty Floor*








 




			
	*	 	Royalty Floor for the table above is $***





For all other products:-




	 	 	 
	Cumulative Number of Units of ARM Compliant	 	 
	Products distributed by LICENSEE	 	Royalty Rate
	***

	 	The greater of ***% ASP and Royalty Floor**
	***

	 	The greater of ***% ASP and Royalty Floor**
	***

	 	The greater of ***% ASP and Royalty Floor**
	***

	 	The greater of ***% ASP and Royalty Floor**






Page 1 of 22









 






 





	 	 	 
	**Royalty Floor for the table above means :-

	 	(i) $*** where the ASP is 3$2;
	 
	 

	 	(ii) $*** where the ASP <$2 and 3$1; and
	 
	 

	 	(iii) $*** where the ASP is < $1.





For the purposes of the Royalty table, “Handset Baseband” shall mean a baseband processing device
which (i) includes an ARM Core; and either or both (ii) supports the protocol and signal processing
functions of a wireless cellular communications standard, including but not limited to standards,
GSM, GPRS, EDGE, CDMA, WCDMA and TD-SCDMA and any combinations thereof, and (iii) an applications
processor for a mobile phone or PDA running an operating system including but not limited to
Windows CE, Pocket PC, SymbianOS, PalmOS, or Linux.



The terms contained herein are agreed and accepted by the authorised signatories of the respective
parties:




	 	 	 	 	 	 	 	 	 
	ARM LIMITED	 	RDA INTERNATIONAL INC.	 	 
	 
	 	 	 	 	 	 	 	 
	BY

	 	/s/ Philip David
 


	 	BY
	 	/s/ Lily Dong
 


	 	 
	NAME

	 	Philip David
	 	NAME
	 	Lily Dong	 	 
	TITLE

	 	General counsel
	 	TITLE
	 	CFO	 	 
	DATE 8 July 2009	 	DATE	 	 	 	 







Page 2 of 22











 





ANNEX 1




RDA INTERNATIONAL INC.




ARM*** CORE (IP ACCESS)




	 	 	 
	TLA Number

	 	LEC-TLA-00547
	Legal Counsel

	 	AF
	Annex Effective Date

	 	22 June 2009





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, to
the extent that the provisions contained in this Annex conflict with any of the provisions of the
TLA the provisions contained in this Annex shall prevail over and shall supersede the conflicting
provisions in the TLA.







Page 3 of 22









 





SECTION 1 — ARM TECHNOLOGY



Disclosure Rights




	 	 	 
	D

	 	CONFIDENTIAL except disclosure permitted to “Designers” in accordance with Clause 3 of the TLA
	 
	 	 
	M

	 	CONFIDENTIAL except disclosure permitted to “Manufacturers” in accordance with Clause 3 of the
TLA
	 
	 	 
	T

	 	CONFIDENTIAL except disclosure permitted to “Test Houses” in accordance with Clause 3 of the TLA
	 
	 	 
	CS

	 	CONFIDENTIAL except disclosure permitted to “Customers” in accordance with Clause 3 of the TLA
	 
	 	 
	N

	 	NON-CONFIDENTIAL but disclosure may be subject to license restrictions






SECTION 1 — ARM TECHNOLOGY




NOTES




PART A TECHNICAL REFERENCE MANUAL




TRM = Technical Reference Manual




	 	 	 	 	 	 	 
	Part Number	 	Description	 	Disclosure Rights	 	Delivery Date
	AT080-DA-03001

	 	ARM*** TRM - pdf
	 	N
	 	Within ten (10) Days of Annex Effective Date
	AT080-DA-00001

	 	ARM*** TRM - ***
	 	D
	 
	AT080-DC-11001

	 	ARM*** Errata List
	 	N
	 






PART B IMPLEMENTATION & INTEGRATION




DOCUMENTATION




	 	 	 	 	 	 	 
	Part Number	 	Description	 	Disclosure Rights	 	Delivery Date
	AT080-DC-02008

	 	ARM*** Implementation Guide
	 	D
	 	Within ten (10) Days of Annex Effective Date
	AT080-DC-06001

	 	ARM*** Release Note
	 	D
	 
	 

	 	 	 	 	 	






PART C SYNTHESIZABLE VERILOG




Section 1 Synthesizable RTL




	 	 	 	 	 	 	 
	Part Number	 	Description	 	Disclosure Rights	 	Delivery Date
	AT080-MN-22100

	 	ARM*** Synthesizable Verilog
	 	D
	 	Within ten (10) Days of Annex Effective Date
	 

	 	 	 	 	 
	 

	 	 	 	 	 






Page 4 of 22









 






Section 2 Implementation Scripts




	 	 	 	 	 	 	 
	Part Number	 	Description	 	Disclosure Rights	 	Delivery Date
	AT080-MN-01001

	 	ARM*** Verilog Scripts
	 	D
	 	Within ten (10) Days of Annex Effective Date
	AT080-DE-70003

	 	ARM*** Verplex LEC Scripts
	 	D
	 
	 

	 	 	 	 	 






PART D RTL TEST BENCHES




	 	 	 	 	 	 	 
	Part Number	 	Description	 	Disclosure Rights	 	Delivery Date
	AT080-MN-22101

	 	ARM*** Verilog Validation Environment
	 	D
	 	Within ten (10) Days of Annex Effective Date






PART E AVS




	 	 	 	 	 	 	 
	Part Number	 	Description	 	Disclosure Rights	 	Delivery Date
	AT080-VA-04001

	 	ARM*** Validation Suite Binaries
	 	D
	 	Within ten (10) Days of Annex Effective Date






PART F FUNCTIONAL TEST VECTORS




	 	 	 	 	 	 	 
	Part Number	 	Description	 	Disclosure Rights	 	Delivery Date
	AT080-VE-70000

	 	ARM*** Instr Exec Vectors - CRF
	 	D,M,T,CS
	 	Within ten (10) Days of Annex Effective Date
	AT080-VE-70004

	 	ARM*** Power Vectors - CRF
	 	C
	 
	AT080-VE-70002

	 	ARM*** Speed Vectors - CRF
	 	D,M,T,CS
	 
	AT080-VE-01002

	 	ARM*** Instr Exec Vectors - WGL
	 	D,M,T,CS	 	 
	AT080-VE-05004

	 	ARM*** Power Vectors - WGL
	 	D,M,T	 	 
	AT080-VE-05002

	 	ARM*** Speed Vectors - WGL
	 	D,M,T	 	 






PART G FUNCTIONAL & INTEGRATION TEST




	 	 	 	 	 	 	 
	Part Number	 	Description	 	Disclosure Rights	 	Delivery Date
	AT080-VE-70006

	 	ARM*** Instr Exec Vectors Source
	 	D,CS
	 	Within ten (10) Days of Annex Effective Date
	AT080-VE-70007

	 	ARM*** Speed Vectors Source
	 	D,CS
	 
	AT080-VE-09001

	 	ARM*** Power Vectors Source
	 	D,CS
	 






Page 5 of 22









 






PART H MODELS




	 	 	 	 	 	 	 
	Part Number	 	Description	 	Disclosure Rights	 	Delivery Date
	AT080-MS-26007

	 	DSM – VCS – Linux
	 	N
	 	Within ten (10) Days of Annex Effective Date
	AT080-MS-27007

	 	DSM – ModelSim Verilog – Linux
	 	 	 
	AT080-MS-28007

	 	DSM – NC-Verilog – Linux
	 	 	 
	AT080-MS-26010

	 	DSM – Synopsys VCS –
Linux-AMD-64bit	 	 	 	 
	AT080-MS-27010

	 	DSM ModelSim Verilog –

Linux-AMD-64bit	 	 	 	 
	AT080-MS-28010

	 	DSM Cadence NC Verilog –

Linux-AMD-64bit	 	 	 	 






PART I




ISA is ARMv4T




Memory Architecture is Von Neuman Pipeline length is 3 stages




PART J TEST CHIP DOCUMENTATION




TC = Test Chip




	 	 	 	 	 	 	 
	Part Number	 	Description	 	Disclosure Rights	 	Delivery Date
	AT081-DA-03001

	 	ARM*** TC Implementation Guide
	 	N
	 	Within ten (10) Days of Annex Effective Date






PART K TEST CHIP SYNTHESIZABLE SOURCE




Section 1 Test Chip Synthesizable RTL




TC = Test Chip




	 	 	 	 	 	 	 
	Part Number	 	Description	 	Disclosure Rights	 	Delivery Date
	AT081-MN-22100

	 	ARM*** TC Synthesizable Verilog
	 	D
	 	Within ten (10) Days of Annex Effective Date






Page 6 of 22









 






Section 2 Test Chip Synthesis Scripts




TC = Test Chip




	 	 	 	 	 	 	 
	Part Number	 	Description	 	Disclosure Rights	 	Delivery Date
	AT081-MN-01001

	 	Test Chip Synthesis
Command Files &
Docs
	 	D
	 	Within ten (10)
Days of Annex
Effective Date
	
PART L TESTCHIP FUNCTIONAL TEST VECTORS


	
TC = Test Chip



	 
	Part Number	 	Description	 	Disclosure Rights	 	Delivery Date
	AT081-VE-70000

	 	ARM*** TC Instr Exec Vectors – CRF
	 	D,M,T,CS
	 	Within ten (10) Days of Annex Effective Date
	AT081-VE-70001

	 	ARM*** TC Instr Exec Vectors – WGL
	 	D,M,T
	 
	AT081-VE-70004

	 	ARM*** TC Power Vectors – CRF
	 	D,M,T
	 
	AT081-VE-70005

	 	ARM*** TC Power Vectors – WGL
	 	D,M,T	 	 
	AT081-VE-70002

	 	ARM*** TC Speed Vectors – CRF
	 	D,M,T,CS	 	 
	AT081-VE-70003

	 	ARM*** TC Speed Vectors – WGL
	 	C	 	 






SECTION 2 — LICENCE AND SPECIAL CONDITIONS




A. Definitions





	A.1	 	“Architecture” means the architecture identified in Section 1 Part I of this Annex 1.
	 
	A.2	 	“ARM Compliant Core” means the ARM*** microprocessor core as described and identified in the Technical Reference
Manual and which;






	 	(i)	 	executes each and every instruction in the ARM Instruction Set;
	 
	 	(ii)	 	executes no additional instructions to those contained in the ARM Instruction Set;
	 
	 	(iii)	 	exhibits the Architecture;
	 
	 	(iv)	 	exhibits the Pipeline Length;
	 
	 	(v)	 	is Single Issue;
	 
	 	(vi)	 	executes all instructions at an identical rate of cycles per
instruction (“CPI”) to that specified in the Technical Reference Manual;
	 
	 	(vii)	 	implements the programmer’s model as identified in the “Architecture
Reference Manual” (Published by Addison-Wesley);
	 
	 	(viii)	 	runs and passes the Functional Test Vectors;
	 
	 	(ix)	 	runs and passes the AVS; and




Page 7 of 22









 






	 	(x)	 	has been verified in accordance with the provisions of Section 3 of
this Annex 1.






	A.3	 	“ARM Compliant Product” means an integrated circuit incorporating an ARM Compliant Core.
	 
	A.4	 	“ARMv4T Instruction Set” means the ARMv4T instruction sets as described and identified in the ARM Architecture Reference
Manual ARM DDI 0100.
	 
	A.5	 	“ARM Instruction Set” means the instruction set identified in Section 1 Part I of this Annex 1.
	 
	A.6	 	“AVS” means the ARM architectural validation suite identified in Section 1 Part E of this Annex 1.
	 
	A.7	 	“Design Start” means the earlier of any of the following; (i) the date that LICENSEE first synthesises the Synthesisable
RTL for an ARM Compliant Product; (ii) the date that LICENSEE enters into a contract with a third party for the design of
an ARM Compliant Product; or (iii) the date that LICENSEE delivers any ARM Technology or derivatives thereof, to a
Customer pursuant to the licenses granted in this Annex 1.
	 
	A.8	 	“Download” means the removal or copying of any or all of the relevant ARM Technology in respect of each ARM Compliant
Product from the secure area on www.connect.arm.com.
	 
	A.9	 	“End User Licence” means a license agreement substantially in the form set out in Section 10 of this Annex 1.
	 
	A.10	 	“Functional and Integration Test” means the relevant test files identified in Section 1 Part G of this Annex 1.
	 
	A.11	 	“Functional Test Vectors” means the functional test vectors identified in Section 1 Part F of this Annex 1.
	 
	A.12	 	“Implementation and Integration Documentation” means the documentation identified in Section 1 Part B of this Annex 1.
	 
	A.13	 	“Implementation Scripts” means the deliverables identified in Section 1 Part C Section 2 of this Annex 1.
	 
	A.14	 	“Models” means; (i) the design simulation models identified in Section 1 Part H; and (ii) any other design simulation
model for the ARM*** microprocessor core which is generally available from ARM subject to; (a) receipt by ARM of a
purchase order from LICENSEE requesting such design simulation model expressly subject to the terms and conditions of this
Agreement; and (b) the payment by LICENSEE to ARM of the then current fee for such design simulation model as quoted by
ARM from time to time.
	 
	A.15	 	“Pipeline Length” means the number of clocked stages through which each single-cycle instruction must pass to complete the
execution of such instruction and identified in Section 1 Part I of this Annex 1.
	 
	A.16	 	“Single Issue” means that only one instruction is issued for execution within the integer unit in any single clock cycle,
where for the purposes of this definition clock means the clock that advances the pipeline.
	 
	A.17	 	“Synthesisable RTL” means the deliverables identified in Section 1 Part C Section 1 of this Annex 1.
	 
	A.18	 	“Technical Reference Manual” means the relevant technical reference manuals identified in Section 1 Part A Section 1 of
this Annex 1.
	 
	A.19	 	“Test Chip” means for each ARM Compliant Core a device which complies with the relevant Test Chip Documentation.
	 
	A.20	 	“Test Chip Documentation” means the relevant test chip specification identified in Section 1 Part J of this Annex 1.




Page 8 of 22









 






	A.21	 	“Test Chip Functional Test Vectors” means the test chip functional test vectors identified in Section 1 Part L of this
Annex 1.
	 
	A.22 	 	“Test Chip Synthesisable RTL” means the deliverables identified in Section 1 Part K Section 1 of this Annex 1.
	 
	A.23	 	“Test Chip Synthesis Scripts” means the deliverables identified in Section 1 Part K Section 2 of this Annex 1.
	 
	A.24	 	“Unique ARM Compliant Product” means:






	 	(i)	 	an unlimited number of units of a single design for an ARM Compliant
Product which has been taped out and given a unique part number; and
	 
	 	(ii)	 	an unlimited number of units of any derivatives of the ARM Compliant
Products referred to in Clause A.24(i), provided that:






	 	(a)	 	such derivatives result only from any or all of the following
modifications; (1) the implementation by LICENSEE of an Update delivered by ARM
to some or all of the ARM Technology; (2) the correction of errors in such ARM
Compliant Products to achieve conformance with the original specification for
such design; and (3) a version of such ARM Compliant Product that has been
ported to a different set of process design rules but is otherwise functionally
unmodified (except to the extent accommodated by this definition); and
	 
	 	(b)	 	except as provided below, no more than one such derivative for
the ARM Compliant Product referred to in Clause A.24 (i) is being manufactured
for LICENSEE at any time. LICENSEE shall be permitted to concurrently
manufacture the derivative and the design from which such derivative was
derived; (i) indefinitely if the derivative is a result of Clause
A.24(ii)(a)(1) or Clause A.24(ii)(a)(2); and (ii) if the derivative is a result
of Clause A.24(ii)(a)(3), then for a period of six (6) months from the date of
first manufacture of the new derivative






	A.25	 	“Use” means in respect of the object code of the Models, the use of
(including copying the object code of the Models to the extent that
such copying is incidental to such use, including installation,
backup and execution) the object code of the Models, or any part
thereof. Use shall specifically exclude: (i) the translation,
adaptation, arrangement or other alteration of the object code of the
Models except as allowed by local legislation implementing Article 6
of the EC Directive on the legal protection of computer programs
(91/250/EEC) and then only to the extent necessary to achieve
interoperability of an independently created program with other
programs; and (ii) the adapting or reverse compiling of the object
code of the Models for the purpose of error correction
	 
	A.26	 	“Validation and Verification Environment” means the program files
identified in Section 1 Part D of this Annex 1.
	 
	A.27	 	“Von Neumann Architecture” means a microprocessor architecture which
dictates that the instruction stream for the integer unit shares the
same port with the data stream for such integer unit
	 
	B.	 	Licence
	 
	B.1	 	Subject to the provisions of Clause 3 (Confidentiality) of the TLA and the provisions of
this Section 2, ARM hereby grants, to LICENSEE, a non-transferable (subject to Clause 16.3 of
the TLA), non-exclusive, worldwide licence for the Term to;




Page 9 of 22









 












	 	 	Technical Reference Documentation






	 	(i)	 	use, copy, modify (solely to the extent necessary to reflect any permitted
modifications in accordance with the provisions of this Clause B.1 or for
incorporation into LICENSEE’s documentation), distribute and have distributed
the Technical Reference Manuals;






	 	 	ARM Compliant Core






	 	(ii)	 	use and copy the Implementation and Integration Documentation only for the
purposes of designing, having designed (subject to the provisions of Clause 2.2
of the TLA) ARM Compliant Products;
	 
	 	(iii)	 	use and copy the AVS only for the purposes of designing, having
designed (subject to the provisions of Clause 2.2 of the TLA) ARM Compliant
Products and Test Chips;
	 
	 	(iv)	 	use, copy and modify the Synthesisable RTL (solely for the purposes of
scan insertion, buffer insertion, timing closure, targeting standard cell
libraries, direct instantiations of cells for speed and power optimisation, and
use of licensee specified BIST), only for the
purposes of designing, having designed (subject to the provisions of Clause
2.2 of the TLA) ARM Compliant Products;
	 
	 	(v)	 	use, copy and modify the Implementation Scripts only for the purposes
of designing, having designed (subject to the provisions of Clause 2.2 of the
TLA), ARM Compliant Products;
	 
	 	(vi)	 	use, copy and modify the Functional and Integration Test only for the
purposes of designing, having designed (subject to the provisions of Clauses
2.2 and 2.3 of the TLA), ARM Compliant Products;
	 
	 	(vii)	 	use, copy and modify (solely for the purpose of and to the extent
necessary to run the vectors on a simulator or tester) the Functional Test
Vectors, only for the purposes of designing and having designed (subject to the
provisions of Clauses 2.2 and 2.3 of the TLA), manufacturing and having
manufactured (subject to the provisions of Clause 2.4 of the TLA), testing and
having tested (subject to the provisions of Clause 2.5 of the TLA) ARM
Compliant Products;
	 
	 	(viii)	 	use, copy and modify the Validation and Verification Environment only for the
purposes of designing and having designed (subject to the provisions of Clause
2.2 of the TLA) ARM Compliant Products and Test Chips
	 
	 	(ix)	 	manufacture and have manufactured (subject to the provisions of Clause
2.4 of the TLA) the Unique ARM Compliant Products created under the licences
granted in Clauses B.1(i) to B.1(viii) inclusive;
	 
	 	(x)	 	package and have packaged (subject to the provisions of Clause 2.6 of
the TLA), the Unique ARM Compliant Products manufactured under the licences
granted in Clause B.1(ix);
	 
	 	(xi)	 	sell, supply and distribute encapsulated die of the Unique ARM
Compliant Products which have been manufactured under the licences granted in
Clause B.1(ix);






	 	 	Models






	 	(xii)	 	copy and use, internally and for third party support purposes, the Models
and related documentation;




Page 10 of 22









 






	 	(xiii)	 	use, reproduce and distribute, and sub-license (subject to the terms of an
End User Licence) the Use of the object code of the Models, solely for the
purpose of developing ARM Compliant Products; and
	 
	 	(xiv)	 	modify, reproduce, use and distribute, in connection with the Models,
the documentation related thereto.






	 	 	Test Chips






	 	(xv)	 	use, copy and modify; (a) the Test Chip Functional Test Vectors (solely
for the purposes of and to the extent necessary to run the vectors on a
simulator or tester; (b) the Test Chip Synthesisable RTL (solely for the
purposes of scan insertion, buffer insertion, timing closure, targeting
standard cell libraries, direct instantiations of cells for speed and power
optimisation, and use of licensee specified BIST and (c) the Test Chip
Synthesis Scripts, only for the purposes of designing, having designed (subject
to the provisions of Clause 2.2 and 2.3 of the TLA) Test Chips;
	 
	 	(xvi)	 	use and copy the Test Chip Documentation, only for the purposes of
designing and having designed (subject to the provisions of Clauses 2.2 and 2.3
of the TLA) Test Chips;
	 
	 	(xvii)	 	manufacture and have manufactured (subject to the provisions of Clause 2.4 of
the TLA) the Test Chips created under the licences granted in Clauses 2.1
(iii), (viii), (xv) and (xvi).






	C.	 	Special Conditions — not applicable.
	 
	D.	 	Test Chip Restrictions —
	 
	D.1	 	No right is granted to LICENSEE to distribute or commercially exploit the Test Chips, or
any technology contained therein (excluding the ARM Compliant Core) without obtaining a
separate licence from ARM.
	 
	E.	 	IP access model Provisions
	 
	 	 	Number of Unique ARM Compliant Products
	 
	E.1	 	Under this Annex 1, LICENSEE shall have the right to exercise the licenses granted under Clause B.1 of this
Annex 1 for an unlimited number of Unique ARM Compliant Products, provided that for each such Unique ARM
Compliant Product LICENSEE pays to ARM the respective Use Fee as set out in, and in accordance with the
provisions of Section 8 of this Annex 1.
	 
	 	 	Audit
	 
	E.2	 	In addition to the audit requirements in Clause 6.6 of the TLA, the Auditors shall be entitled to review; (i)
the ARM Technology which has been Downloaded by LICENSEE; (ii) Design Starts for any Unique ARM Compliant
Products; and (iii) any information necessary to substantiate and verify the data submitted to ARM by LICENSEE
in any Usage Report provided in accordance with Section 8. LICENSEE’s books and records relevant to
verification of the information which LICENSEE is obliged to report pursuant to this Clause, shall be retained
by LICENSEE for at least six (6) years after the end of the period to which the Download, Design Start or Usage
Report relates.





Page 11 of 22









 










SECTION 3 — VERIFICATION





	 	 	VERIFICATION
	 
	V.1	 	Definitions
	 
	V.1.1	 	“Implementation” means, in respect of a microprocessor core, a unique physical layout for such microprocessor
core.
	 
	V.1.2	 	“Post Layout Synthesized Netlist” means a post layout synthesized netlist incorporating the ARM Compliant Core
which; (i) obeys the Timing Constraints File in respect of such synthesis; and (ii) includes back annotated
delays derived from the physical layout.
	 
	V.1.3	 	“Timing Constraints File” means the timing constraints file determined by LICENSEE prior to final synthesis.
	 
	V.1.4	 	“Validation and Verification Confirmation” means the completed document in the form set out in Part D of
Section 3 of this Annex 1.
	 
	V1.5	 	“Validation Deliverables” means together the AVS and the Verification and Validation Environment
	 
	V.2	 	Validation and Verification of ARM Compliant Core Implementation
	 
	V.2.1	 	For each Implementation of an ARM Compliant Core intended for incorporation in integrated circuits which will
be distributed by or for LICENSEE, LICENSEE shall verify such Implementation by at least one of the following
methods;






	 	1.	 	Validation and verification by Equivalence Checking of RTL and Synthesized Netlist
(See Part A)
	 
	 	2.	 	LICENSEE Specified validation and verification (See Part B)
	 
	 	3.	 	Validation and verification by Test Chip (See Part C)





Part A




Validation and verification by Equivalence Checking of RTL and Synthesized Netlist




Methodology




Validation





	V.A.1	 	Validate the configured Synthesisable RTL using the Validation Deliverables in
accordance with the Implementation and Integration Documentation and generate the
validation log report (“Validation Logs”).





Verification





	V.A.2	 	(i) use an equivalence checker to compare the Synthesisable RTL with the Post-Layout
Synthesized Netlist and generate equivalence check log results (“RTL-Post Layout
Equivalence Log Results”); (ii) simulate the Functional Test Vectors on the
Post-Layout Synthesized Netlist and generate log results (“Post Layout Log Results”);
and (iii) run static timing analysis on the Post-Layout Synthesized Netlist and
generate log results (“STA Log Results”).





Page 12 of 22









 










Delivery of Validation and Verification Confirmation





	V.A.3	 	If the Validation Logs, RTL-Post Layout Equivalence Log Results, Post Layout Log
Results and the STA Log Results (together the “Equivalence Log Results”) indicate
that no errors have been detected (or the parties have jointly agreed a waiver in
respect of any detected errors), LICENSEE shall deliver a Verification Confirmation
to ARM and ARM shall acknowledge, in writing, the receipt by ARM of the Verification
Confirmation within ten (10) working days of its receipt by ARM.





Validation and Verification Criteria





	V.A.4	 	The Implementation of the ARM Compliant Core shall be validated and verified when;
(i) the Equivalence Log Results indicate that no errors have been detected (or the
parties have jointly agreed a waiver in respect of any detected errors); and (ii)
LICENSEE has received confirmation of receipt of the relevant Validation and
Verification Confirmation from ARM in accordance with the provisions of Clause V.A.3.





Records and Delivery of Equivalence Log Results





	V.A.5	 	For each ARM Compliant Product incorporating an Implementation of the ARM Compliant
Core, LICENSEE shall keep a copy of the Equivalence Log Results for such ARM
Compliant Product and shall deliver, as soon as reasonably possible, copies of such
records to ARM upon request from ARM. If ARM concludes that the Implementation of the
ARM Compliant Core has not been validated and verified in
accordance with the provisions of Clause V.A.4, then ARM shall indicate to LICENSEE the errors which ARM has detected and LICENSEE
shall repeat the process prescribed in Clauses V.A.1- V.A.3.





Part B




LICENSEE Specified Validation and Verification




Methodology





	V.B.1	 	Subject to V.B.4, use LICENSEE’s custom validation and verification flow.
	 
	V.B.2	 	If LICENSEE elects such validation and verification, LICENSEE shall, inform ARM in writing at least
ninety (90) days prior to tape out of an ARM Compliant Product that LICENSEE wishes to use LICENSEE’s
specified validation and verification flow and supply to ARM a copy of the proposed validation and
verification flow (each a “Validation and Verification Flow”). Within 30 days of the receipt of the
Validation and Verification Flow ARM shall notify LICENSEE in writing whether the Validation and
Verification Flow has been accepted by ARM. If accepted by ARM, LICENSEE shall validate and verify such
ARM Compliant Products using the Validation and Verification Flow. If after acceptance of the
Validation and Verification Flow by ARM, LICENSEE wishes to modify the Validation and Verification Flow
LICENSEE shall submit the modified Validation and Verification Flow to ARM for re-acceptance prior to
validating and verifying the relevant Synthesisable ARM Compliant Core.
	 
	V.B.3	 	If ARM rejects either the Validation and Verification Flow or any modified Validation and Verification
Flows, ARM shall provide LICENSEE with written reasons for such rejection together with any required
changes. LICENSEE may resubmit the Validation and Verification Flow or any modified versions thereof
to ARM for acceptance.





Default





	V.B.4	 	If ARM fails to accept the Validation and Verification Flow LICENSEE shall validate and verify the Post
Layout Synthesized Netlist in accordance with one of the other methods set out in Clause V.2.1.




Page 13 of 22









 











Part C




Validation and verification by Test Chip




Methodology




Validation





	V.C.1	 	Validate the configured RTL using the Validation
Deliverables in accordance with the Implementation
Guide and generate the validation log report
(“Validation Logs”).





Verification





	V.C.2	 	Design (or have designed) and manufacture (or have
manufactured) a Test Chip and run on such test chip;
(i) the Test Chip Functional Test Vectors to generate
a results log (“Test Chip Test Vector Log Results”).





Delivery of Test Chips





	V.C.3	 	After the Test Chip Test Vector Log Results indicate
that no errors have been detected (or the parties
have jointly agreed in good faith, a waiver in
respect of any errors, LICENSEE shall deliver the
Test Chip Test Vector Log Results and five (5) tested
samples of the Test Chip to ARM. As soon as
reasonably possible following receipt by ARM of the
five (5) test chip samples, ARM shall run the test
chip silicon
validation software to generate a results log (“Test Chip Validation Log
Results”) and provide to licensee (i) notice of verification of the
Implementation in accordance with the provisions of Clause V.C.4 or (ii) error
logs of any verification failures.





Validation and Verification Criteria





	V.C.4	 	The ARM Compliant Core shall be verified when; (i)
the Validation Logs indicate that no errors have
been detected (or the parties have jointly agreed a
waiver in respect of any detected errors); and (ii)
the Test Chip Test Vector Log Results for the
Implementation indicate that no errors have been
detected (or the parties have jointly agreed a
waiver in respect of any detected errors); and (iii)
LICENSEE has received notice of verification of the
Implementation from ARM in accordance with the
provisions of Clause V.C.5.





Notice of Validation and Verification





	V.C.5	 	ARM shall notify LICENSEE, in writing, within thirty
(30) days of delivery by LICENSEE of the Test Chip
samples to ARM, whether such Test Chip has been
verified or has failed the validation and
verification process. In the event that any Test
Chip fails the process, ARM shall provide details of
the errors that cause the failure to LICENSEE and
LICENSEE shall endeavour to correct the errors. The
parties shall repeat the above process until either;
(i) the Test Chip is validated and verified; or (ii)
LICENSEE withdraws the Test Chip from the validation
and verification process. In the event that ARM
fails to report the result of the validation and
verification process within the Verification Period,
the Test Chip subject to the verification process
shall be deemed verified.





Part D




Validation and Verification Confirmation



Validation and Verification in accordance with Section 3 Part A





	1.	 	Equivalence checking




Page 14 of 22









 











	 	 	 	 	 
	 	 	 	 	Completed
	Description of process applied	 	Tool(s) used	 	(Tick)
	ARM Compliant Core RTL to post-layout netlist*
	 	 	 	 








 




			
	*	 	Process can be performed in one step or using several intermediate steps






	2.	 	STA on Post-Layout Synthesized Netlist





	 	 	 	 	 
	 	 	 	 	Completed
	Description of process applied	 	Tool(s) used	 	(Tick)
	Post-layout netlist
	 	 	 	 







	3.	 	Test Vector Simulations on Post-Layout Synthesized Netlist





	 	 	 	 	 
	 	 	 	 	Completed
	Description of process applied	 	Tool(s) used	 	(Tick)
	Functional Test Vectors (file names)
	 	 	 	 






Verification in accordance with Section 3 Part B




Depending upon agreed verification methodology.




	 
	Partner

	Partner Contact

	Core Name and Revision

	Date

	Signature







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 capped at sixteen
(16).
	 
	4.2	 	If ARM reasonably believes that any individual support case will exceed the support cap
referred to above, ARM and LICENSEE will mutually agree a plan of action for resolution of the
support case.
	 
	4.3	 	If a support case results in a defect being identified, any time associated with correcting
such defect will not be logged against such support case.
	 
	4.4	 	If ARM, at ARM’s discretion, determines that LICENSEE has entered multiple cases which relate
to the same support problem, ARM shall be entitled to compile these into a single case which
in aggregate will be subject to the cap referred to above.
	 
	4.5	 	If ARM agrees to provide support at LICENSEE’s premises in accordance with the provisions of
Clause 7.3 of the TLA, any time spent at LICENSEE’s premises including travel shall not be
included as part of the support cap.





SECTION 5 —  TRAINING REQUIREMENT




Not applicable.




Page 15 of 22









 





SECTION 6 — TRADEMARKS




	 	 	 	 	 
	 

	 	Trademark
	 	Registered/ Unregistered
	Part A
	 

	 	ARM w/bar [logo] Exhibit A
	 	Registered
	 
	Part B
	 

	 	ARM Powered [logo] Exhibit B
	 	Registered
	 
	Part C
	 

	 	ARM [logo] Exhibit C
	 	Registered
	 
	Part D
	 

	 	ARM Connect Community Partner [logo] Exhibit D
	 	Unregistered
	 
	Part E
	 

	 	ARM
	 	Registered
	 

	 	ARM***
	 	Unregistered







SECTION 7 — TERM



Unless terminated earlier in accordance with the provisions of Clause 14 of the TLA, this
Annex 1 shall continue in force for a period of four (4) years.




SECTION 8 — FEES AND ROYALTIES



“Access Fee”, “Product Annexes” and “Pre-Paid licence Fees” shall have the meanings as defined
in the ARM*** core annex with the following reference - LEC-ANX-01730.




Fees




Use Fees



Subject to the provisions of this Section 8, for each Unique ARM Compliant Product developed
under this Annex 1, LICENSEE shall pay to ARM the relevant Use Fees set out in the table below for
each ARM Compliant Core contained within such Unique ARM Compliant Product:-




	 	 	 
	ARM Technology

	 	Use Fee (US$)

	Each ARM Compliant Product containing ARM*** core

	 	$***





The Use Fee payable to ARM by LICENSEE shall be due to ARM as follows:-





	(i)	 	Upon first Download of the ARM Technology, in respect of the first Unique ARM Compliant
Product;
	 
	(ii)	 	Upon Design Start of the second and each subsequent Unique ARM Compliant Product




Page 16 of 22









 










All Use Fees shall be due at the end of the Quarter in which the Download or Design Start has
occurred as applicable. Notwithstanding the foregoing, LICENSEE shall not be obligated to pay the
whole or any part of any Use Fees to ARM under the Product Annexes, until such time as the
aggregate Use Fees which LICENSEE is obligated to pay to ARM under the Product Annexes has exceeded
the amount of the Pre-Paid License Fee.




Support and Maintenance




	 	 	 	 	 	 	 	 	 
	 	 	Support and Maintenance Fees
	Product(s)	 	Year 1*	 	Year 2**	 	Year 3***	 	Year 4****
	ARM***
	 	Included in the Pre-Paid Licence Fee	 	***	 	***	 	***








 




			
	*	 	In respect of the first year of the Term, the fees are included in the Pre-Paid Licence Fees
paid under the ARM*** annex.
	 
	**	 	In respect of the second year of the Term, subject to request from LICENSEE, and LICENSEE
having elected to receive support and maintenance in the previous twelve months, the support
and maintenance fees shall be due on the first anniversary of the Annex Effective Date.
	 
	***	 	In respect of the third year of the Term, subject to request from LICENSEE, and LICENSEE
having elected to receive support and maintenance in the previous twelve months, the support
and maintenance fees shall be due on the second anniversary of the Annex Effective Date
	 
	****	 	In respect of the fourth year of the Term, subject to request from LICENSEE, and LICENSEE
having elected to receive support and maintenance in the previous twelve months, the support
and maintenance fees shall be due on the third anniversary of the Annex Effective Date




Access to ARM Technology



Subject to and in consideration of the payment of the Access Fee, ARM shall make the ARM
Technology available to LICENSEE for Download.




Usage Report



LICENSEE shall submit to ARM a report (each a “Usage Report”) within thirty (30) days after
the end of every Quarter. Each Usage Report shall contain the following information relating to
each ARM Compliant Product and which shall be substantially in the form set out below.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Part Number	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	of Unique	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	ARM	 	 	 	 	 	Support and	 	 
	ARM	 	Date of	 	Date of	 	Compliant	 	 	 	 	 	Maintenance	 	 
	Technology	 	Download	 	Design Start	 	Product	 	Use Fee	 	Fee	 	Fees Due





ROYALTIES



For the purposes of the Royalty tables,



“Handset Baseband” means a baseband processing device which (i) includes an ARM Core; and either or
both (ii) supports the protocol and signal processing functions of a wireless cellular
communications standard, including but not limited to standards, GSM, GPRS, EDGE, CDMA, WCDMA and
TD-SCDMA and any combinations thereof, and (iii) an applications processor for a mobile phone or
PDA running an operating system including but not limited to Windows CE, Pocket PC, SymbianOS,
PalmOS, or Linux.




Page 17 of 22









 






“Bluetooth” means the connection and exchange of information between one device and other devices
using a secure globally unlicensed short range radio frequency and which conforms to the industrial
specification for wireless personal networks known as “Bluetooth”.




	 	 	 
	Currency:

	 	US Dollars
	 
	 	 
	Currency Conversion:

	 	ASP in any currency other than US$ shall be converted to ASP in US$
using the average local currency/US$ exchange rate over the Quarter as
published by the US Federal Reserve [see
http://www.federalreserve.gov/releases/g5/]
	 
	 	 
	Due:

	 	At the end of each Quarter
	 
	 	 
	Payable:

	 	In accordance with the provisions of Clause 6 of the TLA.
	 
	 	 
	Invoice Address:

	 	3328, 33/F China Merchants Tower, 168 Connaught Road Central, Hong Kong






Calculation:



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:




For Bluetooth products:-




	 	 	 
	Cumulative Number of Units of ARM Compliant	 	 
	Products distributed by LICENSEE	 	Royalty Rate
	***

	 	***% ASP
	***

	 	***% ASP
	***

	 	***% ASP
	***

	 	***% ASP






For Handset Baseband products:-




	 	 	 
	Cumulative Number of Units of ARM Compliant	 	 
	Products distributed by LICENSEE	 	Royalty Rate
	***

	 	The greater of ***% ASP and Royalty Floor*
	***

	 	The greater of ***% ASP and Royalty Floor*
	***

	 	The greater of ***% ASP and Royalty Floor*
	***

	 	The greater of ***% ASP and Royalty Floor*








 




			
	*	 	Royalty Floor for the table above is $***





For all other products:-




	 	 	 
	Cumulative Number of Units of ARM Compliant	 	 
	Products distributed by LICENSEE	 	Royalty Rate
	***

	 	The greater of ***% ASP and Royalty Floor**
	***

	 	The greater of ***% ASP and Royalty Floor**
	***

	 	The greater of ***% ASP and Royalty Floor**
	***

	 	The greater of ***% ASP and Royalty Floor**






Page 18 of 22









 







 




	 	 	 
	** Royalty Floor for the table above means :-

	 	(i) $*** where the ASP is 3 $2;
	 
	 

	 	(ii) $*** where the ASP < $2 and 3 $1; and
	 
	 

	 	(iii) $*** where the ASP is < $1.





For the purpose of calculating Royalties, only the distribution by the entity exercising the
licences to distribute encapsulated die of ARM Compliant Products which have been manufactured
under this Annex 1 (notwithstanding that such distribution may be between RDA and a Subsidiary of
RDA or between Subsidiaries of RDA) shall be relevant.



All Royalties paid to ARM pursuant to this Annex 1 shall be non refundable.



In an ARM Compliant Product with more than one ARM core embedded into the same piece of silicon,
the royalties for each core in the device shall be cumulated up to a maximum number of five cores
in total, starting with the cores that have the highest royalty. The total royalty payable on the
second and subsequent cores in accordance shall be reduced in accordance with the following table;




	 	 	 
	Core	 	% of royalty payable
	ARM core with highest royalty
	 	***% of applicable Royalty
	ARM core with same or second highest royalty
	 	***% of applicable Royalty
	ARM core with same or third highest royalty
	 	***% of applicable Royalty
	ARM core with same or fourth highest royalty
	 	***% of applicable Royalty
	ARM core with same or fifth highest royalty
	 	***% of applicable Royalty





Example 1:



An ARM Compliant Product contains three ARM*** Cores, the ASP of the ARM Compliant Product is
US$*** and the royalty payable on the cumulative volume is ***% ASP subject to a floor of US$***.



Total Royalty = US$***(floor amount) + ($***x*** – for second core) + ($***x *** – for third core)
= US$***



Example 2:



An ARM Compliant Product contains three ARM*** cores with an applicable royalty rate of ***% and
three ARM*** cores with an applicable royalty rate of ***% subject to a floor of US$***. The ASP of
the ARM Compliant Product is US$***. Since there are 6 cores, only the first five are counted for
royalty generating purposes.



Total royalty = ($***x***% for *** core) + ($***x***%x*** – for second *** core) + ($***x3%x*** for
third *** core) + ($***x*** –fourth core (floor applies)) + ($***x*** – fifth core (floor applies))
= US$***




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
 
	 






Page 19 of 22









 






Table 1




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

	 	 	 	 	 	$XXX
	 	X%
	 	$XXX
	 

	 	 	 	 	 	$XXX
	 	X%
	 	$XXX






Table 2




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Estimated	 	 	 	 	 	 
	 	 	 	 	Number of	 	 	 	 	 	 
	 	 	 	 	Units of ARM	 	 	 	 	 	 
	 	 	 	 	Compliant	 	 	 	 	 	 
	 	 	 	 	Product	 	 	 	 	 	 
	 	 	 	 	distributed by	 	 	 	 	 	 
	 	 	 	 	LICENSEE in	 	 	 	 	 	 
	 	 	Intended	 	Next Calendar	 	 	 	Applicable	 	 
	Part Number	 	Application	 	Quarter	 	ASP (US$)	 	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.




SECTION 9 — MARKETING



Notwithstanding anything to the contrary contained in the TLA either party may disclose to
third parties that LICENSEE is a licensee of the ARM Technology licensed under this Annex 1. Except
as expressly provided in the TLA, no right is granted to either party to disclose the terms and
conditions of the TLA or this Annex 1.



Within sixty days (60) days of the Annex Effective Date the parties shall mutually agree the 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

	 	Vincent Tai
	 

	 	vincenttai@rdamicro.com
	 
	 	 
	CommsDirector@arm.com

	 	3328, 33/F China Merchants Tower,
	110 Fulbourn Road

	 	168 Connaught Road Central,
	Cambridge

	 	Hong Kong
	CB1 9NJ
	 	 






Page 20 of 22









 






SECTION 10 — END USER LICENCE



[Respective LICENSEE entity] (“LICENSOR”) hereby grants and the LICENSEE hereby accepts a non
transferable and non-exclusive licence to use the Model solely for the purpose of developing a
product which incorporates a CPU manufactured under LICENSOR’s licence from ARM (“Purpose”), under
the following terms and conditions:





	1.	 	Ownership. The Model is the property of ARM LIMITED and/or its licensors. The LICENSEE
acquires no title, right or interest in the Model other than the licence rights granted
herein.
	 
	2.	 	Use. The LICENSEE may use the Model on any one computer at one time except that the Model may
be executed from a common disc shared by multiple CPUs provided that one authorised copy of
the Model has been licensed from LICENSOR for each CPU concurrently executing the Model.
	 
	 	 	LICENSEE shall not reverse engineer, decompile or disassemble the Model, in whole or in part.
	 
	 	 	LICENSEE shall only be permitted to use the Model for the Purpose.
	 
	 	 	LICESENSOR hereby authorises LICENSEE to concurrently use up to a maximum number of [   ] copies of the Model
	 
	3.	 	Copies. Except as provided in Clause 2, LICENSEE may make copies of the Model for back-up and
archival purposes only. All copies of the Model must bear the same notice(s) contained on the
original copies supplied by LICENSOR.
	 
	4.	 	Model Limited Warranty. LICENSOR warrants that the disks containing the Model shall be free
from defects and workmanship under normal use and the programs will perform in accordance with
the
accompanying documentation for a period of ninety (90) days from the date of delivery. Any
written or oral information or advice given by LICENSOR distributors, agents or employees
will in no way increase the scope of this warranty. LICENSOR’s entire liability and the
LICENSEE’s exclusive remedy will be, at LICENSOR’s sole option, to replace the disk or to
use LICENSOR’s reasonable efforts to make the Model meet the warranty set forth above. Any
replacement Model will be warranted for the remainder of the original warranty period or
thirty (30) days, whichever is the longer. The LICENSEE agrees that the supply of the Model
does not include updates and upgrades, which may be available from LICENSOR under a separate
support agreement.
	 
	 	 	THE ABOVE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR
IMPLIED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.
	 
	 	 	IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES RESULTING FROM ITS PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT OR THE
FURNISHING, PERFORMANCE, OR USE OF ANY MODEL LICENSED HERETO, WHETHER DUE TO BREACH OF
CONTRACT, BREACH OF WARRANTY, OR NEGLIGENCE EVEN IF LICENSOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
	 
	 	 	THE MAXIMUM LIABILITY OF LICENSOR SHALL BE LIMITED TO REFUND OF THE FEES PAID BY LICENSEE
(IF ANY) FOR THE MODEL.
	 
	5.	 	Assignment of the Agreement. This Agreement and any license granted hereunder to the LICENSEE
may not be assigned, sub-licensed or otherwise transferred by the LICENSEE to any third party.
	 
	6.	 	Term and Termination. Unless terminated in accordance with the provisions of this Clause 6,
this Agreement and licenses granted hereunder shall continue in force until completion of the
Purpose. LICENSOR may terminated this Agreement by written notice to the LICENSEE in the event
of a breach by LICENSEE of any provisions of this Agreement.




Page 21 of 22









 






	 	 	Upon expiration or termination of this Agreement, the LICENSEE shall refrain from any
further use of the Model, and LICENSEE shall either return or destroy and copies of the
Model in it’s possession at the date of expiration of termination as applicable.
	 
	7.	 	Applicability. The limitations and exclusions above may not apply in certain countries or
states where they conflict with local law. In cases where such a conflict exists the local law
shall prevail and the remaining provisions of the Agreement shall remain in full force and
effect.




IN WITNESS WHEREOF the parties have caused this Annex 1 to be signed by their duly authorised
representative:




	 	 	 	 	 	 	 	 	 
	ARM LIMITED	 	RDA INTERNATIONAL INC.	 	 
	 
	 	 	 	 	 	 	 	 
	BY:

	 	/s/ Philip David
 


	 	BY:
	 	/s/ Lily Dong
 


	 	 
	NAME:

	 	Philip David
	 	NAME:
	 	Lily Dong	 	 
	TITLE:

	 	General Counsel
	 	TITLE:
	 	CFO /seal/	 	 
	DATE: 8 July 2009	 	DATE:	 	 	 	 






APPROVED BY ARM LEGAL

Initial: AF

Date: 7/7/09









Page 22 of 22