exv10w11




Exhibit 10.11



LICENSE AGREEMENT




          This Agreement, effective as of the 12th day of May, 2010 (the “Effective Date”) is by and
among Silicon Laboratories Inc., a Delaware corporation whose address and principal place of
business is 400 W. Cesar Chavez, Austin, TX 78701 (“SL”) and Silicon Laboratories International
Pte., Ltd., a Singapore corporation whose address and principal place of business is No. 6
Serangoon North Avenue 5, #06-01, Singapore 554910 (“SLI”) and their Affiliates (collectively
“Silicon Labs”), and RDA Technologies Limited, a Hong Kong company, whose address is Room 2003,
22/F, CC Wu Building, No. 302-308, Hennessy Road, Hong Kong, and its Affiliates (“RDA”).




RECITALS:




          Silicon Labs has certain patents, patent applications, and know-how related to FM and AM/FM
Products.




          In the normal course of RDA’s business, RDA conducts a business that is similar to the subject
matter of the patents, patent applications, and know-how. RDA is solely responsible for the design,
manufacture, marketing, and sale of Licensed Products made under this license.




          RDA desires to obtain a non-exclusive license from Silicon Labs and is willing to grant a
non-exclusive license to RDA under certain patents, patent applications, and know-how related to FM
and AM/FM Products.




          In consideration of these premises and of the mutual promises set forth below, the parties to
this Agreement agree as follows:




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ARTICLE 1


DEFINITIONS 




          For the purposes of this Agreement, the terms defined in this Article shall have the meaning
specified and shall be applicable both to the singular and plural forms.





	1.1	 	“Party” shall mean RDA or Silicon Labs as applicable.






	1.2	 	“Entity” shall mean any corporation, firm, partnership, proprietorship, or other form of
business organization.






	1.3	 	“Affiliate” shall mean:






     (1) any individual who or Entity, whether now existing or created in the future, that
in whatever country organized or resident, directly or indirectly through or one or more
intermediaries, is controlled by, or is under common control with, or controls, a Party; or




     (2) any Entity, whether now existing or created in the future, in which any Party or
any individual or Entity recited in the preceding paragraph (1) directly or indirectly
through one or more intermediaries has at least a forty percent (40%) ownership or voting
rights interest (whether through stock ownership, stock power, voting proxy, or otherwise)
or has the maximum ownership interest it is permitted to have in the country where such
Entity exists;




     (3) where merely sharing a common third party investor does not establish “common
control” for the purposes of this definition.




	1.4	 	“Licensee” shall mean RDA and its Affiliates.






	1.5	 	“Patent Rights” shall mean those patents, know-how, and patent applications, and any patents
issuing therefrom listed on attached Exhibit A, any continuation, continuation-in-part,
divisional, or substitution of any such patent or application, and any reissue or






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	 	 	reexamination of any such patent, and any and all other claims of patent applications filed by
Silicon Labs prior or during the term of this Agreement that claim FM or AM/FM band
functionality for any FM Products or AM/FM Products (“Licensed Patents”). Exhibit A may be
amended from time to time by Silicon Labs.






	1.6	 	“Licensed Product” shall mean integrated circuits offered by sale or licensed by RDA that are
(a) FM Products or (b) AM/FM Products. Licensed Products are defined based on the
functionality of the integrated circuit, rather than the use of a particular Silicon Labs
Patent Right. Licensed Products include those RDA devices existing as of the Effective Date
and any other devices made, used, or sold during the term of this Agreement.






	1.7	 	“FM Products” means integrated circuits that contain and/or implement all or part of the
functionality to receive and/or transmit FM band transmissions.






	1.8	 	“AM/FM Products” means integrated circuits that contain and/or implement all or part of the
functionality to receive and/or transmit both AM and FM band transmissions.






	1.9	 	“Combo ICs” means the Licensed Products portion of an integrated circuit that also contains
and/or implements all or part of the functionality of one or more of the following
technologies: WiFi, Bluetooth, cellular baseband, mobile TV and/or GPS (“Added
Functionality”). For purposes of clarity, the definition of Combo ICs does not include, and
this Agreement grants no license to, the portions of the integrated circuit that implement the
Added Functionality.






	1.10	 	“Standalone ICs” means Licensed Products other than Combo ICs.






	1.11	 	“Licensed Field” shall mean the respective product fields for each Licensed Product outlined
in Exhibit B (“License Table”).





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	1.12	 	“Licensed Territory” shall mean the respective territories for each Licensed Product outlined
in Exhibit B (“License Table”).






	1.13	 	“Earned Royalty” shall mean the royalties paid or payable under this Agreement.






	1.14	 	“Calendar Quarter” shall mean the respective three month periods ending March 31, June 30,
September 30 and December 31 of any year.






	1.15	 	“Royalty Year” shall mean the year beginning with the first full Calendar Quarter following
the Effective Date of this Agreement, and each year thereafter during the term of this
Agreement.






	1.16	 	“RDA Additional Patent Rights” shall mean any patent, patent application, utility model,
inventor’s certificate or similar right that RDA or an RDA Affiliate owns, acquires, or
otherwise has the right to license or assert, claiming an invention conceived on or after the
Effective Date, and having a claim the practice of which falls within a claim of the Patent
Rights. RDA Additional Patent Rights shall also include any continuation,
continuation-in-part, divisional, or substitution of any such patent or application, and any
reissue or reexamination of any such patent.






	1.17	 	“RDA Patent Rights” shall mean any patent, patent application, utility model, inventor’s
certificate or similar right that RDA or an RDA Affiliate owns, acquires, or otherwise has the
right to license or assert during the term of this Agreement and any continuation,
continuation-in-part, divisional, or substitution of any such patent or application, and any
reissue or reexamination of any such patent in the field of RF Broadcast.






	1.18	 	“RF Broadcast” shall mean the transmission, reception, and processing of radio frequency
signals AM, FM, short-range, and weather radio bands.






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ARTICLE 2


GRANT





	2.1	 	In consideration for performance by RDA of the obligations set out in this Agreement, Silicon
Labs hereby grants to Licensee, and Licensee hereby accepts, a non-exclusive right and license
under the Patent Rights to make, have made, use, sell, offer for sale, and import Licensed Products
in the Licensed Field and in the Licensed Territory under the Licensee
label.






	2.2	 	This Agreement does not grant a license to any patent or patent application not defined as a
Patent Right, or to import Licensed Products into any country outside the Licensed Territory.
Except as expressly provided in Paragraph 2.1, no other license is granted by Silicon Labs
under any intellectual property rights, including patents, know-how, copyrights, proprietary
information and trademarks.






	2.3	 	All licenses granted by Silicon Labs under this Agreement are personal and non-transferable
(except as provided in Section 10.9), without the right to grant sub-licenses.






	2.4	 	RDA shall not make, have made, use, grant licenses in or to, enable use, sell, offer for
sale, or import Licensed Products except as provided by the terms of this Agreement. RDA
expressly agrees not to, directly or indirectly, conduct, enable or support the use, sale,
offer for sale, or importation of Licensed Products outside of the Licensed Territory.






	2.5	 	Silicon Labs, on behalf of itself and its successors and assigns, subject to compliance with
all the terms of this Agreement and payment in full of the total minimum fees listed in
Exhibit C, releases and discharges RDA and its Affiliates, and their respective suppliers (but
solely with respect to products and services provided to RDA or its Affiliate) and customers
(but solely with respect to products obtained from RDA or its Affiliate) from any and all
claims, demands, and rights of action, whether now known or





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	 	 	unknown, which are or may be based
on any infringement or alleged infringement of any Licensed Patent by the Licensed Products on
or prior to the Effective Date (“SLAB Infringement Claims”).






	2.6	 	RDA, on behalf of itself and its successors and assigns, subject to compliance with all the
terms of this Agreement, releases and discharges Silicon Labs and its Affiliates, and their
respective suppliers (but solely with respect to products and services provided to Silicon
Labs or its Affiliates) and customers (but solely with respect to products obtained from
Silicon Labs or its Affiliates) from any and all claims, demands, and rights of action,
whether now known or unknown, which are or may be based on any infringement or alleged
infringement of any RDA Patent Rights on or prior to the Effective Date (“RDA Infringement
Claims”).






	2.7	 	Silicon Labs and RDA each further waives all rights under Section 1542 of the California
Civil Code, and any law or legal principle of similar effect in any jurisdiction, as such
rights may relate to any SLAB or RDA Infringement Claims.











	2.8	 	Silicon Labs and RDA each acknowledges that it has consulted with legal counsel regarding the
import of Section 1542 of the California Civil Code, which provides as follows:






	 	 	A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.






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	2.9	 	The provisions of Section 2.5 and 2.7 above are contingent on RDA’s performance of its
obligations under this Agreement. RDA agrees that the statute of limitations for any SLAB
Infringement Claims shall be tolled during the term of this Agreement.





ARTICLE 3


ROYALTY





	3.1	 	Earned Royalty. RDA shall pay Silicon Labs an Earned Royalty as provided herein.






	 	(a)	 	Minimum Fee. Beginning on the Effective Date and continuing throughout
the term of this Agreement, RDA shall pay Silicon Labs, not later than two months
following the end of each Calendar Quarter, the minimum quarterly license fees as
outlined in Exhibit C (“Minimum Fee Schedule”)






	 	(b)	 	Unit-Based Royalty. Beginning on the Effective Date and continuing
throughout the term of this Agreement, except for those sales covered by the Minimum
Fees, RDA shall pay Silicon Labs, not later than two months following the end of each
Calendar Quarter, a royalty for each Licensed Product sold by RDA in the Licensed Field
and in the Licensed Territory during that Calendar Quarter (“Unit-Based Royalty”). The
amount of each Unit-Based Royalty is described in Exhibit B.






	3.2	 	Payment and Reports. RDA shall pay the Earned Royalties due under this Agreement.
Each payment shall be accompanied by a report identifying the location of the Device Brand
Owner, the location of the Consumer, the Licensed Product, sales price, unit volume, and
royalty due for each Licensed Product. All payment shall be made in United States dollars.
Payments shall be made to:





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	 	 	 	Silicon Laboratories Inc.

400 W. Cesar Chavez

Austin, TX 78701






	 	 	With a copy of the report to:











	 	 	 	General Counsel

Silicon Laboratories Inc.

400 W. Cesar Chavez

Austin, TX 78701






		 	or to such other address as Silicon Labs may from time to time designate.






	3.3	 	Right to Audit. Silicon Labs may inspect and audit the records of Licensee pertaining
to the sale of Licensed Products that are necessary to verify the royalties payable under
Section 3.1 through independent accountants of its own selection reasonably acceptable to
Licensee (the “Auditor”). Licensee shall provide such Auditor with access at Licensee’s
principal place of business to the records during reasonable business hours, to verify, at
Silicon Labs’ expense, the royalty paid or payable hereunder. Such access need not be given to
any such set of records more often than once each year nor more than three (3) years after the
date of any report to be audited. Silicon Labs shall give Licensee written notice of its
election to inspect and audit the records related to the royalty due hereunder not less than
thirty (30) days prior to the proposed date of review of Licensee’s records by Silicon Labs’
accountants. Licensee shall maintain sufficient records to permit the inspection and auditing
permitted hereunder for three years after the date of each respective Calendar Quarter for
which Earned Royalties were due. Licensee shall prepare its records and reports according to
generally accepted accounting principles (GAAP) or International Financial Reporting Standards
(IFRS).






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	3.4	 	Inaccurate Payments. If there is an underpayment by Licensee, Licensee shall within
two months pay the Earned Royalty due in excess of the Earned Royalty actually paid. If the
underpayment by Licensee is more than 10% of the amount due, Licensee shall:






	 	(a)	 	Pay interest on the royalty due in excess of the royalty actually paid at an
annual rate equal to 105% of the prime rate stated in the Wall Street Journal on the
day the royalty should have been paid; and






	 	(b)	 	Pay for Silicon Labs’ reasonable costs in conducting the audit.





ARTICLE 4


REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS 





	4.1	 	No Conflicting Agreements. The Parties warrant that they and their Affiliates have no
agreements with any third party or commitments or obligations which conflict in any way with
their obligations under this Agreement. No Party shall enter into any agreement,






	 	 	commitment or obligation during the term of this Agreement that is in conflict with its
obligations under this Agreement.






	4.2	 	Representations and Warranties by Silicon Labs. Silicon Labs represents and warrants
that: (a) it has full right, power, and authority to license the Licensed Patents to Licensee;
(b) to its knowledge, all Licensed Patents that have issued are valid and enforceable.






	4.3	 	No Warranty of Noninfringement. Except as provided in Section 4.2, Silicon Labs does
not represent or warrant that the manufacture, use, sale, offer for sale, or importation of
any Licensed Product or any product that includes Licensed Product, or that the use or
practice of any intellectual property right licensed under this Agreement, is free of
infringement or misappropriation of a third party’s intellectual property rights.





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	4.4	 	No Warranty of Technical or Commercial Success. Silicon Labs does not represent or
warrant that with the license(s) granted hereunder, RDA will be able to manufacture Licensed
Products or that Licensed Products will be free of defects or be technically or commercially
successful.






	4.5	 	Disclaimer of Warranties. Silicon Labs disclaim all warranties not expressly set
forth in this Agreement.






	 	 	EXCEPT AS SET FORTH IN THIS AGREEMENT, THE INFORMATION AND GRANTS SILICON LABS PROVIDES TO
RDA UNDER THIS AGREEMENT ARE PROVIDED “AS IS.” EXCEPT AS SET FORTH IN THIS AGREEMENT,
SILICON LABS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY OF THE PATENT RIGHTS OR
INFORMATION PROVIDED TO RDA. Except as set forth in this Agreement, Silicon Labs makes no
representation or warranty regarding the validity or enforceability of any Patent Rights.
RDA is solely responsible for determining whether the Patent Rights and information provided
by Silicon Labs have an application or utility in RDA’s manufacturing or design activities,
including, but not limited to, the design, manufacture, marketing, and sale of Licensed
Product. Accordingly, RDA assumes all risk and liability in connection with such
determination.






	4.6	 	Independent Evaluation. RDA represents and warrants that it has independently
evaluated the Patent Rights and is entering into this Agreement on the basis of its own
evaluation and not in reliance on any representation by Silicon Labs regarding the Patent
Rights.






	4.7	 	Experience. RDA represents and warrants that in the normal course of RDA’s business,
RDA conducts a business that is similar to the subject matter of the Patent Rights.








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	 	 	Accordingly, RDA possesses such knowledge and experience in financial, business, technical,
and legal matters in making an agreement of this type that it is capable of evaluating the
merits and risks of entering into this Agreement. RDA is able to bear the economic risks of
entering into this Agreement and exploiting the rights transferred hereunder.






	4.8	 	Representation by Counsel and Negotiation. Each Party represents and warrants that it
has been fully advised and represented by legal counsel during the negotiation, drafting, and
execution of this Agreement and/or has not relied on any legal advice provided by legal
counsel for the other Party. This Agreement was negotiated between the Parties, and the
Parties agree that this Agreement shall not be construed against any Party as the drafter.






	4.9	 	No Reliance. No Party has relied on any representation or warranty of any kind in
entering into this Agreement, except for those representations and warranties expressly set
forth herein.






	4.10	 	Indemnification. RDA agrees to indemnify, defend and hold harmless the Silicon Labs
Family and its directors, officers, employees, distributors, representatives and agents from
any and all claims, actions, demands, losses, costs, expenses (including but not limited to
reasonable attorneys fees and all other expenses of litigation and the expenses of handling
claims), damages, liabilities and obligations relating to or arising from the Licensed Product
under this Agreement or any component or product incorporating the Licensed Product, and which
are brought, asserted, commenced or pursued by any person or entity not a party to this
Agreement against the Silicon Labs Family, regardless of actual or alleged negligence or fault
by the Silicon Labs Family, including but not limited to indemnifiable losses relating to:
sickness, bodily injury, personal injury, or death of 





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	 	 	any person, property damage, or business
damage relating to or arising from the Licensed Product or any component or product
incorporating the Licensed Product, including but not limited to any:






	 	(a)	 	actual or alleged defect in the Licensed Product or any component or product
incorporating the Licensed Product manufactured, sold or supplied by Licensee, any
actual or alleged failure to warn with regard to Licensed Product or any component or
product incorporating the Licensed Product manufactured, sold or supplied by Licensee,
or breach of any express or implied warranty offered by Licensee on the Licensed
Products; or






	 	(b)	 	infringement or misappropriation of the intellectual property rights of others,
except to the extent Silicon Labs is in breach of the representation and warranty
provided in Section 4.2.











	4.11	 	Scope of Indemnification. The Parties agree that the indemnities stated in this
Article should be construed and applied in favor of indemnification. The Parties agree that
the indemnities (i) apply only to indemnifiable losses brought, asserted, commenced or pursued
by any person or entity not a Party to this Agreement or its Affiliate, and (ii) shall not
apply to claims between the parties arising out of or connected to this Agreement. The parties
further agree that nothing in this Agreement shall be deemed to create any right on the part
of any person or entity not a signatory party to this Agreement.






	4.12	 	Insurance. RDA shall maintain comprehensive general liability insurance, including
products liability and contractual liability coverage, in an amount and for a time period
which shall cover the liability assumed by RDA under this Agreement, such amount being at
least US$5 million. RDA shall provide Silicon Labs with a certificate of






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	 	 	insurance evidencing
the existence of such coverages. RDA shall remain responsible for any liability above the
coverage limits.





ARTICLE 5


CONFIDENTIALITY





	5.1	 	Information About the Agreement. Except as expressly permitted by this Agreement, for
the term of this Agreement plus two (2) years thereafter, each Party and its Affiliates shall
not use and shall keep confidential by not disclosing to any third party any information
relating to this Agreement (including but not limited to the text of this Agreement and
reports of sales or transfers of Licensed Products), transmitted to it by the other Party or
its Affiliates, that the receiving Party or its Affiliates have a reasonable basis to believe
is confidential to the transmitting Party or its Affiliates or that is treated by the
transmitting Party or its Affiliates as confidential.






	5.2	 	Limitations. The foregoing obligations of Paragraph 5.1 shall not apply when and to
the extent such information:






	 	(a)	 	was known to the receiving Party or its Affiliates prior to receipt from the
transmitting Party or its Affiliate, as documented in written records or publications
that lawfully are in the possession of the receiving Party or its Affiliates or known
to them prior to such receipt;






	 	(b)	 	was lawfully available to the public prior to receipt from the transmitting
Party or its Affiliates;








	 	(c)	 	through no act on the part of the receiving Party or its Affiliates thereafter
becomes lawfully available to the trade or to the public;





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	 	(d)	 	corresponds in substance to any information received in good faith by the
receiving Party or its Affiliates from any third party;
	 
	 	(e)	 	is communicated to any third party by the transmitting Party or its Affiliates
without restriction as to confidentiality or on the basis of a restriction that has
lapsed;
	 
	 	(f)	 	is independently developed by an employee or agent of the receiving Party or
its Affiliates, subsequent to receipt of such information from the transmitting Party
or its Affiliates;
	 
	 	(g)	 	is required to be disclosed to a third party pursuant to law or legal process,
provided that the Party required to make such disclosure takes reasonable steps to
inform the transmitting Party of such disclosure before it takes place and provides the
transmitting Party an opportunity to object or otherwise act;
	 
	 	(h)	 	is disclosed by Silicon Labs to a third party that is a potential or actual
assignee of this Agreement. Furthermore, Silicon Labs may disclose the existence and
terms of this Agreement to any actual or potential licensee of any of the Patent
Rights, and RDA may disclose the existence and terms of this Agreement to (i) its
professional advisors, Affiliates, and investors under a duty of confidentiality and
(iii) any third party, under a duty of confidentiality, in connection with actual or
potential financing or sale of all or substantially all of RDA’s business related to
this Agreement, whether by sale of assets, sale of stock, merger or otherwise; or
	 
	 	(i)	 	is in response to an inquiry to Licensee from a third Party who has a
commercially reasonable need to know whether Licensee has a license make





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	 	 	 	and sell
Licensed Products, and is limited in scope to merely confirming the Licensee has such a
license.







	5.3	 	Licensed Know-how. RDA and RDA Affiliates and sub-licensees shall keep confidential by not
disclosing to any third party Confidential Information or know-how received from Silicon Labs,
except for that know-how inherently discernable from Licensed Product and shall not use the
know-how except as expressly permitted under this Agreement.





ARTICLE 6


UNLICENSED COMPETITION AND LITIGATION





	6.1	 	Silicon Labs shall have the sole right to take, or not to take, any measures deemed
appropriate by Silicon Labs, including the bringing or defending of suits, to prevent
infringement of the Patent Rights. Silicon Labs undertakes no obligation or duty to enforce or
settle or license any of the Patent Rights on any terms with any third party.





ARTICLE 7


HANDLING OF PATENT APPLICATIONS AND PATENTS 





	7.1	 	Control. Silicon Labs may prepare, file, prosecute, maintain, abandon, disclaim,
terminate or otherwise handle the Patent Rights at its sole discretion. Silicon Labs shall pay
for all costs associated with the preparation, filing, prosecution and maintenance of the
Patent Rights.






	7.2	 	Waiver. RDA waives and forever releases all claims and causes of action against the
Silicon Labs Family and its officers, employees, agents, and attorneys personally and in their
capacities as officers, employees, agents, or attorneys of the Silicon Labs Family, arising
out of the Patent Rights, in any country or jurisdiction in the world, specifically





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	 	 	but not
limited to claims for any act or omission in the preparation, filing, prosecution,
maintenance, enforcement or other handling of the Patent Rights.





ARTICLE 8


RDA INTELLECTUAL PROPERTY





	8.1	 	Non-Assertion. As partial consideration for the license(s) granted to RDA, RDA agrees
that during the term of this Agreement, with respect to any RDA Patent Rights, RDA and RDA
Affiliates, and any successor, licensee, or assignee of either of them, shall not sue or take
any judicial or administrative action or assert any claim for infringement as to products,
services, or methods provided, practiced, or licensed by Silicon Labs or its affiliates
against:






	 	(a)	 	Silicon Labs’ officers, employees, contractors, directors, or agents; or






	 	(b)	 	Silicon Labs’ customers, product licensees or sub-licensees, or their customers
(ultimate or in privity or other).






	8.2	 	Manufacturing License. The parties agree to negotiate in good faith the terms and
conditions of a manufacturing license from RDA to Silicon Labs, whereby Silicon Labs would be
entitled to manufacture or have manufactured and sell RDA’s satellite tuner integrated
circuits.





ARTICLE 9


TERM AND TERMINATION 





	9.1	 	Term. This Agreement shall terminate after a period of three years from the Effective
Date.






	9.2	 	Termination Without Cause. Other than as outlined in this Article 9, neither Party
may terminate this Agreement without the express written agreement of the other Party.





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	9.3	 	Termination Upon Default or upon lawsuit by RDA. If RDA or any of its Affiliates at
any time during the term of this Agreement shall fail to perform any of its obligations
hereunder or if RDA or any of its Affiliates shall file a lawsuit, administrative action or
proceedings against Silicon Labs, its Affiliates, or contesting the validity of any of patents
owned or controlled by Silicon Labs, Silicon Labs may notify RDA in writing of such default,
stating in such written notice the obligations which RDA or its Affiliate have failed to
perform. RDA shall then have one month after the giving of such notice to remedy or have
remedied such default. If RDA fails to cure the default within the required time, Silicon Labs
may at its option immediately terminate this Agreement in whole or in part by giving RDA
written notice of such termination, at which point all licenses granted by Silicon Labs to RDA
under this Agreement shall cease. RDA shall have no such right to cure for repeated similar
violations and cure of the same obligations, for example, without limitation, repeated late
payments of royalties or repeated practice of the Patent Rights outside of the scope of the
license granted in this Agreement. No waiver by Silicon Labs of any default or breach of any
covenant by RDA shall be implied from any omission by Silicon Labs to take action on account
of such default if such default persists or is repeated, and no express waiver shall affect
any default other than the default specified in the waiver, and then said waiver shall be
operative only for the time and to the extent therein stated.






	9.4	 	Termination Upon Insolvency. If RDA becomes insolvent or the subject of a proceeding
under any bankruptcy or re-organization law, (a) RDA shall promptly notify Silicon Labs, and
(b) Silicon Labs may provide RDA with written notification of termination of this Agreement in
whole or in part. If the insolvency or proceeding is without the application, approval or
consent of RDA, RDA shall have two months to have the order,





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	 	 	judgement, or decree revoked or
dismissed and thereby cure the situation. In the absence of such a cure, the Agreement shall
terminate two months following such written notification.






	9.5	 	Termination Upon Challenge. Upon written notice to RDA, Silicon Labs may immediately
terminate this Agreement in the event RDA challenges the validity or enforceability of any of
the Patent Rights in any manner, including, without limitation, by filing an action requesting
a declaration of invalidity or unenforceability in a court or other tribunal of competent
jurisdiction, or by co-operating with a third party to do so, or by publicly or privately
representing to third parties that any of the Patent Rights is invalid or unenforceable. In
Silicon Labs’ sole discretion, such termination may be as to the entire Agreement or as to
the particular one or more of the Patent Rights involved.






	9.6	 	Other Remedies. The foregoing rights of termination by Silicon Labs are in addition
to and not in lieu of any other rights Silicon Labs may have under this Agreement, and nothing
in this Agreement shall in any way be taken as limiting the ability of Silicon Labs to pursue
such other rights. Paragraphs 9.3, 9.4, and 9.5 may be exercised by Silicon Labs,
notwithstanding Paragraph 10.1 below.






	9.7	 	Continuing Obligations. Any termination for any reason as provided herein shall not
relieve RDA of any of its obligations incurred prior to such termination, including, without
limitation, the obligation to pay royalties accrued prior to such termination, obligation to
pay minimum or guaranteed royalties following termination, nor in any way operate to limit any
of the rights or remedies of Silicon Labs.






	9.8	 	Survival. Article 5, Article 7, Article 8, and Paragraphs 9.7, 10.1, 10.2, 10.3, and
10.4 shall survive any termination of this Agreement.





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ARTICLE 10


MISCELLANEOUS 





	10.1	 	Dispute Resolution. All disputes arising between the Parties relating to the making
or performance of this Agreement shall be resolved in the following order:






	 	10.1 (a) 	 	By good faith negotiation between representatives of Silicon Labs and RDA
who have authority to fully and finally resolve the dispute. The existence and
substance of any negotiations pursuant to this Article shall be considered confidential
under this Agreement, shall be treated as compromise and settlement negotiations for
purposes of Federal Rule of Evidence 408 and any comparable provision, and shall not be
used by any Party in any court or tribunal in any country for any reason.






	 	10.1 (b) 	 	If necessary, by non-binding mediation at a location acceptable to both
Parties using a neutral mediator having experience with the industry (with the costs
therefore shared equally). All proceedings pursuant to this clause shall be held
considered confidential under this Agreement, shall be treated as compromise and settlement negotiations for purposes of Federal Rule of
Evidence 408 and any comparable provision, and shall not be used by any
Party in any court or tribunal in any country for any reason.
	 
	 	10.1 (c)	  	As a last resort only, by litigation.






	10.2	 	Nothing in this Article 10 shall preclude any Party from taking whatever actions are
necessary to prevent immediate, irreparable harm to its interests, including without
limitation actions permitted by Paragraphs 9.3, 9.4, 9.5, and 9.6.






	10.3	 	Personal Jurisdiction, Venue, and Applicable Law. Any questions, claims, disputes,
remedies, or procedural matters shall be governed by the laws of the state of Texas and of





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	 	 	the
United States, without regard to its principles of conflicts of law. The Parties agree that
the State of Texas has a substantial relationship to this transaction and each Party agrees
that the courts of Texas may properly exercise personal jurisdiction over them in the courts
thereof. The Parties agree that any and all dispute resolution, including without limitation
litigation relating to this Agreement shall be brought exclusively in the State of Texas in
the state or federal court having subject matter jurisdiction.






	10.4	 	Damages. Silicon Labs and RDA each agree to waive any right to receive punitive,
consequential, special or indirect damages relating in any way to this Agreement. During the
first twelve (12) months after the Effective Date, each Party’s total, cumulative liability
under this Agreement is limited to $3,000,000; thereafter it is limited to the amount of
royalties paid or owed by RDA to Silicon Labs during the twelve (12) months period preceding
the claim.






	10.5	 	Force Majeure. No Party shall be considered in default or be liable for any delay in
performance or for any nonperformance caused by circumstances beyond the reasonable control of
such Party, including but not limited to acts of God, explosion, fire, flood, accident, strike
or other labor disturbance, war (whether declared or not), sabotage, order or decree of any
court or action of any governmental authority, or other causes, whether similar or dissimilar
to those specified, that cannot reasonably be controlled by the Party who failed to perform.






	10.6	 	Separability. The provisions of this Agreement shall be deemed separable. Therefore,
if any part or provision of this Agreement is rendered void, invalid or unenforceable, in any
jurisdiction in which this Agreement is performed, then such part or provision shall be
severed from the remainder of the Agreement only as to such jurisdiction. Such severance shall
not affect the validity or enforceability of the remainder of this 




20









 





	 	 	Agreement unless the part or parts that are void, invalid or unenforceable as aforesaid shall substantially
impair the value of the whole agreement to any Party.






	10.7	 	Notices. Any and all communications required by this Agreement shall be in writing
and sent by overnight delivery with confirmation of delivery. Notices shall be presumed to
have been received upon production of a delivery receipt. Any notice to be given to RDA shall
be addressed to it at the address listed on the first page of this Agreement. Any notice to be
given to Silicon Labs shall be addressed to:






	 	 	 	General Manager, Audio Products

Silicon Laboratories Inc.

200 W. Cesar Chavez

Austin, TX 78701






	 	 	With a copy to:






	 	 	 	General Counsel

Silicon Laboratories Inc.

400 W. Cesar Chavez

Austin, TX 78701






	 	 	Any change of address of a Party shall be promptly communicated in writing the other Party.






	10.8	 	Integration and Amendment. This Agreement sets forth the entire agreement among the
Parties relating to the subject matter contained herein. Neither this Agreement nor any right
or obligation hereunder shall be modified, amended, assigned or discharged except as expressly
stated in this Agreement or by a written agreement signed by the Parties hereto.





21









 







	10.9 	 	Succession. This Agreement and any of the rights and obligations thereof are fully
assignable by Silicon Labs. This Agreement and any of the rights and obligations hereunder may
be assigned by RDA without consent (i) to any of RDA’s Affiliates; or (ii) to a third party in
connection with the sale of all or substantially all of RDA’s business relating to this
Agreement, whether by merger, sale of assets, sale of stock, or otherwise, provided that such
third party or RDA Affiliate explicitly agrees and confirms to Silicon Labs in writing upon
demand that it agrees to comply with this Agreement as if it were an original party to this
Agreement. This Agreement and the rights and obligations granted and undertaken thereunder
shall be binding upon and inure to the benefit of the Parties hereto, and their successors,
trustee(s) or receiver(s) in bankruptcy and permitted assignees.






	10.10	 	Headings. The headings in this Agreement are inserted for convenience only and shall
not constitute a part hereof.






	10.11	 	Guarantee of Performance. Each Party hereby guarantees the performance of its
Affiliates under this Agreement.






	10.12	 	Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to constitute an original, but all of which together shall constitute
one and the same instrument.





END OF AGREEMENT. NEXT PAGE IS SIGNATURE PAGE.





22











 





     IN WITNESS WHEREOF, the Parties hereto have caused this License Agreement to be executed
by their duty authorized representatives in duplicate as of the Effective Date.



	 	 	 	 	 	 	 

	RDA Technologies, Ltd.	 	 
	 
	 	 	 	 	 	 
	Date: May 14, 2010

	 	By
	 	/s/ Vincent Tai	 	 
	 

	 	 	 	 	 	 
	 

	 	Name
	 	Vincent Tai	 	 
	 

	 	Title
	 	CEO	 	 
	 
	 	 	 	 	 	 
	Silicon Laboratories Inc.	 	 
	 
	 	 	 	 	 	 
	Date: May 18, 2010

	 	By
	 	/s/ William G. Bock	 	 
	 

	 	 	 	 	 	 
	 

	 	Name
	 	William G. Bock	 	 
	 

	 	Title
	 	CFO	 	 
	 
	 	 	 	 	 	 
	Silicon Laboratories International Pte Ltd.	 	 
	 
	 	 	 	 	 	 
	Date: May 19, 2010

	 	By
	 	/s/ GH Low	 	 
	 

	 	 	 	 	 	 
	 

	 	Name
	 	GH Low	 	 
	 

	 	Title
	 	International Finance Director	 	 






23









 





EXHIBIT A




PATENT RIGHTS*



	 	 	 
	COUNTRY	 	PATENT OR APPLICATION NO. (Application)
	US

	 	***
	US

	 	***
	US

	 	***
	US

	 	***
	US

	 	***
	US

	 	***
	US

	 	***
	US

	 	***
	US

	 	***
	US

	 	***
	US

	 	***
	US

	 	***
	US

	 	***








 




			
	*	 	The listing of a patent or application on this schedule is for inventory purposes only and
does not constitute a representation or warranty as to any matter, including, but not limited to,
claim scope, validity, enforceability, filing date, priority date, status (pending, abandoned,
opposed, granted, expired) or relationship to any other patents or applications, listed or
otherwise.





24









 





EXHIBIT B




LICENSE TABLE



	 	 	 	 	 	 	 	 	 	 	 	 	 
	LICENSED	 	 
	TERRITORY	 	FM PRODUCTS LICENSED FIELD
	 	 	 	 	 	 	 	 	Non-HS and	 	Non-HS and	 	 
	Location	 	 	 	 	 	 	 	Non-PMP	 	Non-PMP	 	 
	Device	 	 	 	HS Standalone IC	 	HS Combo	 	(mono)	 	(stereo)	 	 
	Brand	 	Consumer	 	(price per unit)	 	IC	 	(price per unit)	 	(price per unit)	 	PMP
	PRC

	 	North 

America, EU, 


Japan and Korea


(Group I)
	 	Year 1: $***

Year 2: $***

Year 3: $***
	 	Covered by Minimum

Fee
	 	Covered by Minimum Fee
	 	Year 1: $***

Year 2: $***

Year 3: $***
	 	Covered by Minimum

Fee
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	PRC

	 	Regions other than

Group 1
	 	Covered by Minimum Fee
	 	Covered by Minimum

Fee
	 	Covered by Minimum Fee
	 	Year 1: $***

Year 2: $***

Year 3: $***
	 	Covered by Minimum

Fee
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Non-PRC

	 	Anywhere
	 	Year 1: $***

Year 2: $***

Year 3: $***
	 	Covered by Minimum

Fee
	 	Year 1: $***

Year 2: $***

Year 3: $***
	 	Year 1: $***

Year 2: $***

Year 3: $***
	 	Not licensed






	 	 	 	 	 	 	 	 	 
	LICENSED TERRITORY	 	AM/FM PRODUCTS LICENSED FIELD
	Location	 	 	 	 	 	 	 	 
	Device	 	 	 	 	 	 	 	 
	Brand	 	Consumer	 	HS Standalone IC	 	HS Combo IC	 	Non-HS
	PRC

	 	North America, EU,
Japan and Korea
(Group 1)
	 	Year 1: $***/unit

Year 2: $***/unit

Year 3: $***/unit
	 	Year 1: $***/unit

Year 2: $***/unit

Year 3: $***/unit
	 	
	 
	 	 	 	 	 	 	 	 
	PRC

	 	India
	 	Year 1: $***/unit

Year 2: $***/unit

Year 3: $***/unit
	 	Year 1: $***/unit

Year 2: $***/unit

Year 3: $***/unit	 	Year 1: $***/unit

Year 2: $***/unit

Year 3: $***/unit
	 
	 	 	 	 	 	 	 	 
	PRC

	 	Regions other than
Group 1 and India
	 	Covered by Minimum Fee
	 	Covered by Minimum Fee	 	 
	 
	 	 	 	 	 	 	 	 
	Non-PRC

	 	Anywhere
	 	Year 1: $***/unit

Year 2: $***/unit

Year 3: $***/unit
	 	Year 1: $***/unit

Year 2: $***/unit

Year 3: $***/unit	 	 






Definitions:





	1)	 	“Device” means a consumer product that contains a Licensed Product




25









 








	 
	2)	 	“Location Device Brand” is the region or country in which the company under whose brand the
device is sold is headquartered. Samsung, Apple, LG, Nokia, Verizon, Vodafone are examples of
Device Brand Owners located Non-PRC. ZTE, Huawei, G-5 and Tianyu are examples of a Device
Brand Owner located in PRC.
	 
	3)	 	“Consumer Location” is the region or country in which the Licensed Product or a Device is
offered for retail sale.
	 
	4)	 	“Handset” or “HS” is a cellular telephone device including a display and user I/O capability
	 
	5)	 	Non-HS includes without limitation consumer portable radios, radios, iPod dock systems, and
A/V receiver systems.
	 
	6)	 	A “mono” device refers to a low cost FM radio product in which all audio outputs do not
provide the left and right channel separation.
	 
	7)	 	PMP, portable media players, are handheld solid state storage or hard drive based audio
and/or video playback devices.





26









 





EXHIBIT C




MINIMUM FEE SCHEDULE



	 	 	 	 	 
	Period	 	Quarterly Payments	 	Annual Total
	Year 1
	 	$***
	 	$***
	Year 2
	 	$***
	 	$***
	Year 3
	 	$***
	 	$***







27