EX-10.5






Exhibit 10.5




RDA MICROELECTRONICS (SHANGHAI) INC.

Building 2, Room 302, Floor 3,

690 Bibo Road,

Zhangjiang Hi-Tech Park,

Shanghai 201203,

P.R.China.



February 2008



Dear Sirs,




Technology Licence Agreement, document number LEC-TLA-00547



This letter refers to the terms of the Technology License Agreement to be entered into between ARM
Limited whose registered office is situated at 110 Fulbourn Road, Cambridge CB1 9NJ, England and RDA
International Inc. (“RDA International”) whose principal place of business is 3328, 33/F China
Merchants Tower, 168 Connaught Road Central, Hong Kong (the “Agreement”).



RDA Microelectronics (Shanghai) Inc (“RDA Microelectronics”) is a company located at Building 2,
Room 302, Floor 3, 690 Bibo Road, Zhangjiang Hi-Tech Park, Shanghai 201203, P.R. China. RDA
Microelectronics hereby represents and warrants to ARM that RDA International has the right and
authority to enter into the Agreement. Further RDA Microelectronics hereby confirms that it has
read the terms and conditions of the Agreement and guarantees to ARM that if RDA International is
unable to perform any of its payment obligations or meet any of its liabilities under the
Agreement, RDA Microelectronics hereby accepts and agrees to assume such payment obligations and
liabilities in place of RDA International.



We should be grateful if you would sign and return the second copy of this letter evidencing your
agreement to the terms and conditions set out herein.




Yours faithfully,




Director, ARM Limited




The terms contained herein are agreed and accepted for and on behalf of:




RDA MICRO ELECTRONICS (SHANGHAI) INC. ,




	 	 	 	 	 
	By: 

NAME:

	 	/s/ Vincent Tai
 

Vincent Tai
	 	 
	TITLE:

	 	CEO	 	 
	DATE:

	 	2/27/2008	 	 











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This Technology License Agreement (“TLA”) is made the 28th day of March 2008 (“Effective
Date”)




BETWEEN



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



And



RDA INTERNATIONAL INC. whose principal place of business is situated at 3328, 33/F China Merchants
Tower, 168 Connaught Road Central, Hong Kong (“RDA”).




WHEREAS



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





	1.	 	Definitions
	 
	1.1	 	“ARM Compliant Product” means the relevant ARM Compliant Product as defined in each Annex 1.
	 
	1.2	 	“ARM Technology” means any or all, as the context admits, of the technology identified in
each Annex 1 and any Updates thereto delivered by ARM to LICENSEE.
	 
	1.3	 	“ASP” means the average sales price of an ARM Compliant Product in a Quarter, calculated by
taking the figure for the aggregate of all invoices for the distribution of such ARM Compliant
Product in such Quarter by the entity exercising the licences to manufacture or have
manufactured under this TLA (notwithstanding that such distribution may be between RDA and a
Subsidiary of RDA or between Subsidiaries of RDA), less; (i) any value added, turnover, import
or other tax, duty or tariff payable by law thereon; and (ii) any freight and insurance costs
included in the invoiced price, and dividing it by the number of units of such ARM Compliant
Product accounted for under such invoices.
	 
	1.4	 	“Claim” means a written notice received by ARM and claiming infringement of the Intellectual
Property of a third party by any of the ARM Technology and which demands that ARM cease and
desist from such claimed Intellectual Property infringement.
	 
	1.5	 	“Confidential Information” means; (i) the ARM Technology and derivatives thereof (including
any translation, modification, compilation, abridgement or other form in which the ARM
Technology has been recast, transformed or adapted, but excluding silicon) and any trade
secrets relating to the ARM Technology; (ii) any information designated in writing by either
party, by appropriate legend, as confidential; (iii) any information which if first disclosed
orally is identified as confidential at the time of disclosure and is thereafter reduced to
writing and sent to the other party within thirty (30) days after its oral disclosure and
designated, by appropriate legend, as confidential; and (iv) the terms and conditions of this
TLA.
	 
	1.6	 	“Customer” means any entity that has contracted LICENSEE to design and manufacture integrated
circuits for such entity.
	 
	1.7	 	“Designer” means, except as provided below, any entity sub-contracted by LICENSEE to provide
design resource to LICENSEE for the development of an ARM Compliant Product. Designer
expressly excludes any entity that, at any time, enters into a contractual arrangement with
the LICENSEE which places upon LICENSEE an obligation to either or both; (a) manufacture such
ARM Compliant Product for such entity; and (b) sell units of such ARM Compliant Product to
such entity.




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	1.8	 	“Intellectual Property” means any patents, patent rights, trade marks, service marks,
registered designs, topography or semiconductor mask work rights, applications for any of the
foregoing, copyright, unregistered design right and any other similar protected rights in any
country and to the extent recognised by any relevant jurisdiction as intellectual property,
trade secrets, know-how and confidential information.
	 
	1.9	 	“LICENSEE” means RDA and each Subsidiary of RDA.
	 
	1.10	 	“Manufacturer” means any entity sub-contracted by LICENSEE to manufacture integrated circuits
for LICENSEE.
	 
	1.11	 	“Packaging House” means any entity sub-contracted by LICENSEE to package integrated circuits
for LICENSEE.
	 
	1.12	 	“Quarter” means each calendar quarter ending the 31st March, 30th June, 30th September and
31st December of each year.
	 
	1.13	 	“Subsidiary” means any company the majority of whose voting shares is now or hereafter owned
or controlled, directly or indirectly, by a party hereto. A company shall be a Subsidiary only
for the period during which such control exists.
	 
	1.14	 	“Term” means the term for which the subject ARM Technology is licensed to LICENSEE by ARM as
specifically set out in Section 7 of the relevant Annex 1.
	 
	1.15	 	“Test House” means any entity sub-contracted by LICENSEE to test integrated circuits for
LICENSEE.
	 
	1.16	 	“Trade Marks” means the trade marks identified in Section 6 of each Annex 1.
	 
	1.17	 	“Trademark Guidelines” means the guidelines for the use of ARM’s Trade Marks as set out in
Annex 2 and any amendment thereto delivered to LICENSEE by ARM from time to time in accordance
with the provisions of Clause 2.10.
	 
	1.18	 	“Updates” means any; (i) error corrections developed by or for ARM; and (ii) functional
enhancements or other modifications developed by or for ARM (which ARM in its discretion
decides does not constitute a new product), together with any Intellectual Property embodied
therein.
	 
	2.	 	Licence
	 
	 	 	ARM Technology Licence
	 
	2.1	 	The ARM Technology shall be licensed to LICENSEE subject to the relevant license terms
identified in Section 2 of the relevant Annex 1.
	 
	 	 	Subcontracting Design
	 
	2.2	 	Subject to the provisions of Clause 3 (Confidentiality), LICENSEE may exercise the right, if
granted in Section 2 of the relevant Annex 1, to have ARM Compliant Products designed by any
Designer, provided that; (i) LICENSEE does not grant to the Designer any license in respect of
the ARM Technology for any other purpose; and (ii) LICENSEE ensures that each Designer;






	 	(a)	 	is subject to contractual obligations of confidentiality in respect of the ARM
Confidential Information and ARM Technology which are in accordance with the provisions
of Clause 3.3;
	 
	 	(b)	 	is subject to a contractual obligation to deliver the designs for the ARM
Compliant Products solely to LICENSEE and not to use the designs for any other purpose;
and
	 
	 	(c)	 	is subject to a contractual obligation to return any ARM Confidential
Information and ARM Technology to LICENSEE on the earlier of; (1) the completion of the
design; and




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(2) the end of the contractual confidentiality period (in the agreement between
LICENSEE and Designer) for the relevant ARM Confidential Information or ARM
Technology.




	 	 	If any Designer breaches the obligations imposed upon it pursuant to LICENSEE’s obligations
under Clauses 2.2(ii)(a) to 2.2(ii)(b), LICENSEE agrees that such breach shall be treated as
a material breach of this TLA by LICENSEE which shall entitle ARM to terminate this TLA in
accordance with the provisions of Clause 14.2 and LICENSEE shall hold ARM harmless from and
keep ARM indemnified against all and any loss, liability, costs, damages, expenses
(including the fees of lawyers and other professionals), suffered, incurred or sustained as
a result of or in relation to such breach.
	 
	 	 	Customer Collaboration
	 
	2.3	 	Subject to the provisions of Clause 3 (Confidentiality), LICENSEE may exercise the right, if
granted in Section 2 of the relevant Annex 1, to have ARM Compliant Products designed by any
Customer provided that; (i) LICENSEE does not grant to the Customer any license in respect of
the ARM Technology for any purpose other than for collaborating on the design of ARM Compliant
Products with LICENSEE and; (ii) LICENSEE ensures that each Customer;






	 	(a)	 	is subject to contractual obligations of confidentiality in respect of the ARM
Confidential Information and ARM Technology which are in accordance with the provisions
of Clause 3.4;
	 
	 	(b)	 	is subject to a contractual obligation to deliver the designs for the ARM
Compliant Products solely to LICENSEE and not to use the designs for any other purpose;
and
	 
	 	(c)	 	is subject to a contractual obligation to return any ARM Confidential
Information and ARM Technology to LICENSEE on the earlier of; (1) the completion of the
design; and (2) the end of the contractual confidentiality period (in the agreement
between LICENSEE and Customer) for the relevant ARM Confidential Information or ARM
Technology.






	 	 	If any Customer breaches the obligations imposed upon it pursuant to LICENSEE’s obligations
under Clauses 2.3(i)(a) to 2.3(i)(c), LICENSEE agrees that such breach shall be treated as a
material breach of this TLA by LICENSEE which shall entitle ARM to terminate this TLA in
accordance with the provisions of Clause 14.2 and LICENSEE shall hold ARM harmless from and
keep ARM indemnified against all and any loss, liability, costs, damages, expenses
(including the fees of lawyers and other professionals), suffered, incurred or sustained as
a result of or in relation to such breach.
	 
	 	 	Subcontracting Manufacture
	 
	2.4	 	Subject to the provisions of Clause 3 (Confidentiality), LICENSEE may exercise the right, if
granted in Section 2 of the relevant Annex 1, to have ARM Compliant Products manufactured by a
Manufacturer provided that; (i) LICENSEE does not grant to the Manufacturer any license in
respect of the ARM Technology for any purpose other than for manufacturing ARM Compliant
Products solely for LICENSEE; and (ii) LICENSEE ensures that each Manufacturer;






	 	(a)	 	is subject to contractual obligations of confidentiality in respect of the ARM
Confidential Information and ARM Technology which are in accordance with the provisions
of Clause 3.2;
	 
	 	(b)	 	is subject to a contractual obligation to use the ARM Confidential Information
and ARM Technology solely for the purpose of supplying units of the ARM Compliant
Products solely to LICENSEE; and




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






	 	 	If any Manufacturer breaches the obligations imposed upon it pursuant to LICENSEE’s
obligations under Clauses 2.4(ii)(a) to 2.4(ii)(b), LICENSEE agrees that such breach shall
be treated as a material breach of this TLA by LICENSEE which shall entitle ARM to terminate
this TLA in accordance with the provisions of Clause 14.2 and LICENSEE shall hold ARM
harmless from and keep ARM indemnified against all and any loss, liability, costs, damages,
expenses (including the fees of lawyers and other professionals), suffered, incurred or
sustained as a result of or in relation to such breach.
	 
	 	 	Subcontracting Testing
	 
	2.5	 	Subject to the provisions of Clause 3 (Confidentiality), LICENSEE may exercise the right, if
granted in Section 2 of the relevant Annex 1, to have tested ARM Compliant Products by a Test
House provided that; (i) LICENSEE does not grant to the Test House any license in respect of
the ARM Technology for any purpose other than for testing ARM Compliant Products solely for
LICENSEE; and (ii) LICENSEE ensures that each Test House;






	 	2.5.1	 	is subject to contractual obligations of confidentiality in respect of the ARM
Confidential Information and ARM Technology which are in accordance with the provisions
of Clause 3.5;
	 
	 	2.5.2	 	is subject to a contractual obligation to use the ARM Confidential Information
and ARM Technology solely for the purpose of supplying units of the tested ARM
Compliant Products solely to LICENSEE; and
	 
	 	2.5.3	 	is subject to a contractual obligation to return any ARM Confidential
Information and ARM Technology to LICENSEE on the earlier of; (1) the completion of the
testing; and (2) the end of the contractual confidentiality period (in the agreement
between LICENSEE and Test House) for the relevant ARM Confidential Information or ARM
Technology.






	 	 	If any Test House breaches the obligations imposed upon it pursuant to LICENSEE’s
obligations under Clauses 2.5(ii)(a) to 2.5(ii)(c), LICENSEE agrees that such breach shall
be treated as a material breach of this TLA by LICENSEE which shall entitle ARM to terminate
this TLA in accordance with the provisions of Clause 14.2 and LICENSEE shall hold ARM
harmless from and keep ARM indemnified against all and any loss, liability, costs, damages,
expenses (including the fees of lawyers and other professionals), suffered, incurred or
sustained as a result of or in relation to such breach.
	 
	2.6	 	LICENSEE may exercise the right, if granted in Section 2 of the relevant Annex 1, to have ARM
Compliant Products be tested and packaged by a Packaging House provided that (i) LICENSEE does
not grant to the Packaging House any license in respect of the ARM Technology for any purpose
other than for packaging and testing ARM Compliant Products solely for LICENSEE; and (ii)
LICENSEE ensures that each Packaging House is subject to a contractual obligation to return
any ARM Confidential Information and ARM Technology to LICENSEE on the completion of the
packaging.
	 
	 	 	If any Packaging House breaches the obligations imposed upon it pursuant to LICENSEE’s
obligations under Clause 2.6, LICENSEE agrees to take all reasonable actions to cure such
breach. If LICENSEE is unable to cure such breach within thirty (30) days, then LICENSEE
shall terminate the right of such Packaging House to package and test ARM Compliant Products
for




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	 	 	LICENSEE and shall ensure that the Packaging House returns to LICENSEE any ARM Compliant
Products in the Packaging House’s possession.
	 
	 	 	Intercompany Matters
	 
	2.7	 	Any breach of this TLA by a Subsidiary of RDA shall entitle ARM to terminate this TLA in
accordance with the provisions of Clause 14.2 as if RDA were the party in breach. Any
termination of this TLA in accordance with the provisions of Clause 14.2 shall be effective in
respect of RDA and all Subsidiaries.
	 
	 	 	Any rights granted to any Subsidiary hereunder shall automatically terminate upon such
Subsidiary ceasing to be a Subsidiary.
	 
	 	 	In the event that a Subsidiary is in breach of any of the terms of this TLA, RDA shall hold
harmless and indemnify ARM against all and any loss, liability, costs, damages, expenses
(including the reasonable fees of lawyers and other professionals) suffered, as a result of
or in connection with such breach.
	 
	 	 	Licence Restrictions
	 
	2.8	 	Except as specifically licensed in accordance with Clause 2.1, LICENSEE acquires no right,
title or interest in any ARM Confidential Information, ARM Technology or any Intellectual
Property embodied therein. In no event shall the licenses granted in accordance with Clause
2.1 be construed as granting LICENSEE, expressly or by implication, estoppel or otherwise, a
license to use any ARM technology except the ARM Technology.
	 
	 	 	Except as expressly licensed in accordance with Clause 2.1, no right is granted to LICENSEE
to sublicense the rights granted to LICENSEE under this TLA.
	 
	 	 	Intellectual Property Notices
	 
	2.9	 	LICENSEE shall reproduce and not remove or obscure any notice incorporated in the ARM
Technology by ARM to protect ARM’s Intellectual Property or to acknowledge the Intellectual
Property of any third party. LICENSEE shall incorporate and shall require that any Designer,
Customer, Manufacturer and Test House to which any ARM Technology is provided in accordance
with the terms of this TLA, incorporates corresponding notices and such other markings and
notifications as ARM may reasonably require on all copies of the ARM Technology and any
derivatives thereof (including any translation, modification, compilation, abridgement or
other form in which the ARM Technology has been recast, transformed or adapted) created by
LICENSEE, Designer, Customer, Manufacturer, Test House or Packaging House, as the case may be.
	 
	 	 	ARM Trade Marks
	 
	2.10	 	ARM hereby grants to LICENSEE a non-transferable (subject to Clause 16.3), non-exclusive,
royalty-free, world-wide license to use the Trade Marks in connection with the promotion and
sale of products developed under the licences granted in this TLA.
	 
	 	 	LICENSEE shall use the Trade Marks, in accordance with the Trademark Guidelines. ARM shall
have the right to revise the Trademark Guidelines and Section 6 of any Annex 1. Any such
revisions shall be effective with respect to printed materials and products to be produced
or manufactured after ninety (90) days from receipt of ARM’s written notice specifying the
revisions to LICENSEE.
	 
	 	 	Upon request from ARM, LICENSEE shall submit samples of documentation, packaging, and
promotional or advertising materials bearing the Trade Marks to ARM so that ARM may verify
compliance with the Trademark Guidelines. In the event that any documentation, packaging,
promotional or advertising material fails to comply with the Trademark Guidelines, ARM shall
notify LICENSEE and LICENSEE shall rectify such documentation, packaging, and promotional




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	 	 	or advertising materials so as to comply with the Trademark Guidelines and cease using any
such non-compliant materials as soon as reasonably possible after the date of ARM’s notice.
	 
	 	 	LICENSEE agrees to provide reasonable assistance to ARM in maintaining the validity of the
Trade Marks. Upon ARM’s request, LICENSEE shall provide, free of charge, a reasonable number
of samples of the use of the Trade Marks for the purpose of trademark registration or
renewal. Upon request, LICENSEE shall at ARM’s expense execute any documents required by the
applicable laws of any jurisdiction for the purpose of either or both registering and
maintaining the Trade Marks.
	 
	 	 	Except as provided by the terms of this TLA, LICENSEE shall not use or register, in any
jurisdiction, any trademark, service mark, device or logo or any word or mark confusingly
similar to any of the Trade Marks.
	 
	3.	 	Confidentiality
	 
	 	 	Restricted Disclosure
	 
	3.1	 	Except as expressly provided by Clauses 3.2, 3.3, 3.4, 3.5, 3.6 and 3.7, each party shall
maintain in confidence the Confidential Information disclosed by the other party and apply
security measures no less stringent than the measures that such party applies to its own like
information, but not less than a reasonable degree of care, to prevent unauthorised disclosure
and use of the Confidential Information. The period of confidentiality shall be indefinite
with respect to each party’s Confidential Information.
	 
	 	 	Permitted Disclosure to Manufacturers
	 
	3.2	 	LICENSEE may disclose the (i) the ARM Technology marked “M” in any Annex 1 and any
translation, modification, compilation, abridgement or other form in which the ARM Technology
marked “M” has been recast, transformed or adapted; (ii) any GDSII created by or for LICENSEE
from the synthesizable RTL licensed under any Annex 1 ; and (iii) any masks created from the
GDSII by or for LICENSEE, to a Manufacturer pursuant to the exercise of any have manufactured
rights (if granted in Section 2 of the relevant Annex 1) solely for the purposes of having ARM
Compliant Products manufactured for LICENSEE by such third party and under a non-disclosure
agreement containing substantially similar terms to this Clause 3, except that the
confidentiality period for each deliverable shall be, at a minimum, of five (5) years from the
date of disclosure.
	 
	 	 	Permitted Disclosure to Designers
	 
	3.3	 	LICENSEE may disclose the ARM Technology marked “D” in any Annex 1 and any translation,
modification, compilation, abridgement or other form in which the ARM Technology marked “D”
has been recast, transformed or adapted, to a Designer pursuant to the exercise of the have
designed rights (if granted in Section 2 of the relevant Annex 1) solely for the purposes of
having ARM Compliant Products designed for LICENSEE by such third party and under a
non-disclosure agreement containing substantially similar terms to this Clause 3, including
the confidentiality period for each deliverable determined in accordance with the provisions
of Clause 3.1.
	 
	 	 	Permitted Disclosure to Customers
	 
	3.4	 	LICENSEE may disclose the ARM Technology marked “CS” in any Annex 1 and any translation,
modification, compilation, abridgement or other form in which the ARM Technology marked “CS”
has been recast, transformed or adapted to a Customer solely for the purposes of collaborating
on the design of ARM Compliant Products for such third party and under a non-disclosure
agreement containing substantially similar terms to this Clause 3, including the
confidentiality period for each deliverable determined in accordance with the provisions of
Clause 3.1.




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






	 	(i)	 	disclosure to third parties to the extent that the Confidential Information is
required to be disclosed pursuant to a court order or as otherwise required by law,
provided that the party required to make the disclosure promptly notifies the other
party upon learning of such requirement and has given the other party a reasonable
opportunity to contest or limit the scope of such required disclosure (including but
not limited to making an application for a protective order);
	 
	 	(ii)	 	disclosure to nominated third parties under written authority from the original
discloser of the Confidential Information; and
	 
	 	(iii)	 	disclosure to the receiving party’s legal counsel, accountants or professional
advisors to the extent necessary for them to advise upon the interpretation or
enforcement of this TLA.






	 	 	Permitted Disclosure of LICENSEE Confidential Information
	 
	3.7	 	LICENSEE royalty reports may be disclosed in confidence to ARM’s financial and legal
advisors. In addition, ARM may disclose the total unit sales, from time to time, of ARM
Compliant Products provided that the unit sales of such products by LICENSEE are not
separately identifiable or deducible therefrom.
	 
	 	 	ARM shall be permitted to disclose LICENSEE Confidential Information to Subsidiaries of ARM
subject to the same terms and conditions of confidentiality as are set out in this TLA.
	 
	 	 	Restricted Use
	 
	3.8	 	LICENSEE agrees that it shall not use any of ARM’s Confidential Information other than
pursuant to and in accordance with the exercise of any of the licences granted under this TLA.
Without limiting the generality of the foregoing, LICENSEE shall not use ARM’s Confidential
Information; (i) for determining if any features, functions or processes provided by the ARM
Technology or disclosed by the ARM Confidential Information are covered by any patents or
patent applications owned by LICENSEE; or (ii) for developing technology or products which
avoid any of ARM’s Intellectual Property licensed hereunder; or (iii) as a reference for
modifying existing patents or patent applications or creating any continuation, continuation
in part, or extension of existing patents or patent applications or (iv) for generating data
for publication or disclosure to third parties, which compares the performance or
functionality of the ARM Technology with any other products created by LICENSEE or a third
party, without obtaining ARM’s prior written consent.
	 
	 	 	Excepted Information
	 
	3.9	 	The provisions of this Clause 3 shall not apply to information which;




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	 	(i)	 	is known to and has been reduced to tangible form by the receiving party prior
to its receipt provided that such information is not already subject to any obligations
of confidentiality; or
	 
	 	(ii)	 	is in the public domain at the time of receipt or later becomes part of the
public domain without breach of the confidentiality obligations in this TLA; or
	 
	 	(iii)	 	is received from a third party without any breach of any obligation of
confidentiality in respect of such information provided that such information is not
subject to any continuing obligations of confidentiality; or
	 
	 	(iv)	 	is identified as (N) in Section 1 of the relevant Annex 1 of this TLA.






	4.	 	Verification
	 
	4.1	 	Prior to the distribution of any integrated circuit incorporating ARM Technology manufactured
by or for LICENSEE under the licences granted in Section 2 of any Annex 1, LICENSEE shall
verify such ARM Technology to the extent required by and in accordance with the verification
procedure set out in Section 3 of the relevant Annex 1.
	 
	5.	 	Delivery
	 
	5.1	 	ARM shall use reasonable efforts to deliver the ARM Technology in each Annex 1 to LICENSEE on
or before the delivery dates set out in Section 1 of the relevant Annex 1. Subject to the
payment of the relevant Fees (defined in Clause 6.1), ARM shall deliver Updates for any ARM
Technology to LICENSEE as soon as reasonably possible after such Update is made generally
available by ARM.
	 
	6.	 	Fees and Royalties
	 
	 	 	Fees
	 
	6.1	 	RDA shall pay, to ARM, fees (“Fees”) as set out in and in accordance with Section 8 of the
relevant Annex 1.
	 
	 	 	Royalties
	 
	6.2	 	If provided for in Section 8 of a relevant Annex 1, RDA shall pay, to ARM, a royalty
(“Royalty”) in accordance with the provisions of such Annex 1.
	 
	 	 	Any distribution of ARM Compliant Products by LICENSEE shall, in the absence of evidence to
the contrary, be deemed to be distributed under the licences granted to LICENSEE under this
TLA and LICENSEE shall pay Royalties to ARM accordingly. The burden of proof for rebutting
the above presumption shall be on LICENSEE.
	 
	 	 	Royalty Report
	 
	6.3	 	RDA shall submit a report within thirty (30) days after the end of each Quarter, containing
at least the information required by the form set out in Section 8 of each Annex 1.
	 
	 	 	Fair Market Value
	 
	6.4	 	For all transactions LICENSEE shall ensure that such transactions are conducted so that the
ASP of any ARM Compliant Product are not manipulated for the purpose of reducing the Royalties
payable to ARM under this TLA. The invoice price of any ARM Compliant Product shall be deemed
to be the higher of the actual invoice price and what the invoice price of the ARM Compliant
Product would have been if such ARM Compliant Product had been sold stand alone to an
independent customer at a fair open market value.




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	 	 	Records
	 
	6.5	 	For the period of six (6) years from the date that each royalty report is delivered to ARM by
RDA, LICENSEE shall keep such records and books of account, identifying and providing invoice
details for ARM Compliant Products to derive the ASP for each ARM Compliant Product to
demonstrate compliance with LICENSEE’s obligations under this Clause 6.
	 
	 	 	Audit
	 
	6.6	 	ARM shall have the right for representatives of a firm of independent chartered accountants
(“Auditors”), to make an examination and audit, by prior appointment during normal business
hours, of all records and accounts as may under recognised accounting practices contain
information bearing upon;






	 	(i)	 	the number of units of ARM Compliant Products and ARM Technology which have
been distributed by LICENSEE under this TLA;
	 
	 	(ii)	 	the ASP and fair market value of any ARM Compliant Product which have been
distributed by LICENSEE under this TLA;
	 
	 	(iii)	 	the amount of Royalties payable to ARM under this TLA; and
	 
	 	(iv)	 	any fees payable to ARM under this TLA.
	 
	 	(v)	 	any information necessary to substantiate and verify the data submitted to ARM
by LICENSE in any Royalty report.






	 	 	The Auditors shall be permitted to provide, to ARM, information relating to Clauses
6.6(i)-(v), including but not limited to, information relating to the systems operated by
LICENSEE to capture and record such information. Any information obtained pursuant to any
audit performed in accordance with the provisions of this Clause 6.6 and provided by the
Auditors to ARM shall be treated by ARM as LICENSEE Confidential Information. The Auditors’
conclusions shall (in the absence of clerical or manifest error) be final and binding on the
parties. Such audit shall be at ARM’s expense unless; (a) it reveals a net underpayment of
Royalties or other fees of five per cent (5%) or more in any Quartet or (b) LICENSEE has
failed to provide the Auditors with all requested records and accounts containing
information bearing upon the subject matter set out in this Clause 6.6(i)-(v) within ten
(10) working days of such request, in which event RDA shall promptly reimburse ARM for the
costs of such audit. RDA shall make good any underpayment of royalties forthwith. If the
audit identifies that RDA has made an overpayment, such overpayment will be credited to the
next payment or payments of Royalties or fees to be made by RDA.
	 
	 	 	Taxes
	 
	6.7	 	All sums stated under this TLA do not include taxes. All applicable taxes shall be payable by
LICENSEE in accordance with relevant legislation in force at the relevant tax point. Any
income or other tax which LICENSEE is required by law to pay or withhold on behalf of ARM with
respect to any Royalties or other fees payable to ARM under this TLA may be deducted from the
amount of such Royalties or other fees otherwise due, provided, however, that in regard to any
such deduction, RDA shall give to ARM such assistance as may be necessary to enable or assist
ARM to claim exemption therefrom, or credit therefor, and shall upon request furnish to ARM
such certificates and other evidence of deduction and payment thereof as ARM may properly
require.
	 
	 	 	Payment
	 
	6.8	 	RDA shall pay all Royalties and Fees due to ARM under the terms of this TLA on or before the
thirtieth (30th ) day after receipt of ARM’s invoice therefor (“Due Date”). ARM shall send any
invoice for payment to the address set out in Section 8 of the relevant Annex 1 and RDA shall
provide ARM with at least ten (10) working days notice of any change to such address.




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	6.9	 	If any sum under this TLA is not paid by the Due Date (defined in Clause 6.8), then (without
prejudice to ARM’s other rights and remedies), in addition to the invoice amount, ARM reserves
the right to charge interest on such sum on a day to day from the Due Date to the date of
payment at the rate of, the lesser of one percent (1%) per month and the maximum amount
permitted by law.
	 
	 	 	No Right of Set Off
	 
	6.10	 	All sums properly due to ARM under this TLA shall be paid in full and LICENSEE shall not be
entitled to assert against ARM any credit, set-off or counterclaim arising under any Annex 1
in order to justify withholding payment of any sum properly due under any other Annex 1.
Obligations under each Annex 1 shall be construed as divisible from obligations under any
other Annex 1 for the purposes of interpreting this Clause 6.10.
	 
	7.	 	Support and Maintenance
	 
	7.1	 	Subject to LICENSEE’s payment of the appropriate Fees (defined in Clause 6.1), ARM shall
provide to LICENSEE, in respect of the relevant ARM Technology the following support and
maintenance for such ARM Technology (“Support and Maintenance”);






	 	(i)	 	the use of commercially reasonable efforts to correct any defects in the ARM
Technology which cause such technology not to operate in accordance with the
functionality described in the relevant datasheet or manual for such technology. If ARM
determines that such defects are due to errors in such description ARM shall promptly
issue corrections to the datasheet or manual and shall not be required to revise the
ARM Technology, provided that LICENSEE’s use of the ARM Technology by LICENSEE is not
adversely affected thereby;
	 
	 	(ii)	 	all Updates to such ARM Technology; and
	 
	 	(iii)	 	subject to the provisions of Clauses 7.2 and 7.3, reasonable telephone, e-mail
and written consultation about the operation and application of such ARM Technology.






	7.2	 	The services provided under Clause 7.1(iii) shall expressly exclude any information relating
to the design of products incorporating ARM Technology. Consulting services may be provided by
ARM under the terms of a separate written agreement. Support supplied by ARM may not be used
either; (i) as a substitute for training; or (ii) as additional engineering resource for
LICENSEE projects.
	 
	7.3	 	The services provided under Clause 7.1(iii) shall be provided from the relevant ARM support
centre, and shall be limited in accordance with the provisions of Section 4 of the relevant
Annex 1. Notwithstanding the foregoing, in exceptional cases if ARM has been unable to resolve
an issue relating to the ARM technology remotely from the support centre, ARM will use
reasonable efforts to provide support to LICENSEE, at LICENSEE’s premises, subject to LICENSEE
meeting all reasonable traveling, accommodation and sustenance expenses thereby incurred.
	 
	7.4	 	If ARM delivers a revision of any ARM Technology licensed under any Annex 1, LICENSEE hereby
agrees and acknowledges that ARM shall only be obligated to test that each deliverable is
compatible with the other deliverables comprising such revision, and ARM shall have no
responsibility for testing that any or all of such deliverables are compatible with previously
delivered versions of the ARM Technology.
	 
	7.5	 	ARM shall only have an obligation to provide maintenance as described in Clause 7.1(i) and
(ii) for the most recently delivered version of the relevant ARM Technology and the version
which the most recently delivered version replaced. ARM shall be under no obligation to
provide maintenance as described in Clause 7.1(i) and (ii) in respect of any modifications
(where permitted) to the ARM Technology created by LICENSEE.




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	7.6	 	Upon LICENSEE requesting ARM’s assistance pursuant to the provisions of Clause 7.1(i) or
(iii), LICENSEE shall promptly provide to ARM such samples and technical information as ARM
may reasonably require and in a form specified by ARM to enable ARM to provide such
assistance.
	 
	7.7	 	ARM’s obligation under this Clause 7 is limited expressly to the provision of Support and
Maintenance to LICENSEE and ARM shall be under no obligation to provide any support and
maintenance to any Designer, Customer, Manufacturer, Test House or other third parties.
	 
	7.8	 	If LICENSEE elects not to renew Support and Maintenance for any ARM Technology and
subsequently requests ARM to provide Support and Maintenance in respect of such ARM
Technology, in addition to the fees due for the new Support and Maintenance period, LICENSEE
hereby agrees that ARM shall be entitled to charge LICENSEE an appropriate fee in respect of
the period in which LICENSEE has not received maintenance as described in Clause 7.1(i) and
(ii).
	 
	8.	 	Blank
	 
	8.1	 	This section is intentionally blank.
	 
	9.	 	Training
	 
	9.1	 	If provided for in Section 5 of a relevant Annex 1, ARM shall provide training in respect of
the relevant ARM Technology in accordance with the provisions of Section 5 of the relevant
Annex 1.
	 
	10.	 	ARM Technology Functionality Warranties
	 
	10.1	 	EXCEPT AS EXPRESSLY PROVIDED IN THIS TLA, ARM PROVIDES NO WARRANTIES EXPRESS, IMPLIED OR
STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
SATISFACTORY QUALITY, NON INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE
ARM TECHNOLOGY.
	 
	10.2	 	ARM warrants to LICENSEE that the ARM Technology will be consistent with allowing a competent
semiconductor manufacturer to manufacture products which substantially conform to the
functionality described in the relevant specification delivered by ARM as part of the ARM
Technology and identified in Section 1 of the relevant Annex 1. LICENSEE acknowledges that the
process for converting the ARM Technology delivered to LICENSEE in to silicon necessarily
involves the introduction and use of technology not delivered by ARM and accordingly ARM’s
liability and LICENSEE’s sole remedy for breach of the warranty provided under this Clause
10.2 shall be as follows; if LICENSEE can demonstrate to ARM that any defect that is
manifested or would be manifested in the silicon of an ARM Compliant Product developed using
any ARM Technology is exclusively caused by a defect in the ARM Technology as delivered to
LICENSEE then ARM shall use commercially reasonable efforts to either or both; (i) correct any
errors in the ARM Technology and deliver the corrected ARM Technology to LICENSEE; or (ii)
create a workaround to remedy the defect and deliver such workaround to LICENSEE. THE
FOREGOING STATES THE ENTIRE LIABILITY OF ARM WITH RESPECT TO BREACH OF THE WARRANTY PROVIDED
IN THIS CLAUSE 10.2.
	 
	10.3	 	WITHOUT PREJUDICE TO THE GENERALITY OF CLAUSE 10.2, ARM SHALL NOT BE RESPONSIBLE FOR ANY
RECOVERABLE OR NON-RECOVERABLE COSTS INCURRED, DIRECTLY OR INDIRECTLY, BY LICENSEE IN THE
DESIGN MIGRATION, PROCESSING, OR MANUFACTURE OF MASKS AND PROTOTYPES, CHARACTERIZATION OR
MANUFACTURE OF PRODUCTION QUALITY SILICON IN WHATEVER QUANTITY.




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	11.	 	ARM Technology Intellectual Property Warranties
	 
	11.1	 	ARM warrants, to ARM’s knowledge and belief, that;






	 	(i)	 	the ARM Technology does not infringe any third party copyright, mask work right
or trade secret; and
	 
	 	(ii)	 	as at the relevant Annex Effective Date, there are no pending; (a) Claims, or
(b) actions commenced against ARM for infringement by the relevant ARM Technology of
any third party Intellectual Property.






	11.2	 	LICENSEE’s exclusive remedy for any breach of the warranties provided in Clause 11.1 shall be
the indemnification provided under Clause 12.1 of this TLA.
	 
	12.	 	Intellectual Property Indemnities
	 
	12.1	 	Except as provided under Clause 12.2, in the event of a suit against LICENSEE based upon a
claim that the Trade Marks or any of the ARM Technology delivered by ARM to LICENSEE under
this TLA, when used in accordance with the provisions of this TLA, infringes any third party
Intellectual Property, ARM agrees, subject to the limitations of Clauses 13.1 and 13.2, to
defend and indemnify LICENSEE, at ARM’s expense, and to pay costs and damages finally awarded
in any such suit or agreed in any settlement, provided that; (i) ARM is promptly notified by
LICENSEE, in writing, of any threats, claims and proceedings related thereto; (ii) ARM has
sole control of the defence and any settlement thereof; (iii) LICENSEE does not make any
admission of liability nor settle or otherwise compromise any such claim without ARM’s prior
written consent; (iv) LICENSEE furnishes to ARM, upon request, any information available to
LICENSEE relating to the defense of such claim; (v) LICENSEE provides reasonable assistance to
ARM in the defense of such claim; and (vi) LICENSEE ceases use of the ARM Technology which is
the subject of the infringement claim upon receipt from ARM of any non-infringing replacement
for such ARM Technology. THE FOREGOING STATES THE ENTIRE LIABILITY OF ARM WITH RESPECT TO
INFRINGEMENT BY THE TRADE MARKS OR THE ARM TECHNOLOGY OF ANY THIRD PARTY INTELLECTUAL
PROPERTY.
	 
	12.2	 	ARM shall have no liability under Clause 12.1 in respect of; (i) any infringement arising
from; (a) the combination of the ARM Technology with other products not supplied by ARM if
such infringement would not have occurred but for such combination; (b) any modification of
the ARM Technology by or for LICENSEE if such infringement would not have occurred but for
such modification; (c) the process of synthesizing any ARM Technology including but not
limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such
infringement would not have occurred but for the application of such process; or (d) any
manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not
have occurred but for the application of such process; or (ii) any suit brought by a third
party against LICENSEE based upon a claim that any of the ARM Technology delivered by ARM to
LICENSEE under this TLA infringes a patent owned by such third party where such claim has been
made by such third party in response to an initial claim by LICENSEE that such third party
infringes any patent owned or controlled by LICENSEE.
	 
	12.3	 	If either a third party alleges, or ARM has any concerns, that any ARM Technology infringes
or may infringe the Intellectual Property of a third party, then without any admission of
liability, ARM at its option and expense may develop an Update to the relevant ARM Technology
which in ARM’s opinion avoids such alleged infringement and upon receipt of such Update from
ARM, LICENSEE shall: (i) in respect of any new design or derivatives of any existing designs
which have not been taped out, immediately cease use of the ARM
Technology which the Update replaces; and (ii) in respect of any existing designs which have been taped out, within nine
(9) months of receipt of the Update, cease use of the ARM Technology which the Update
replaces.




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	12.4	 	If a suit against ARM is based in whole or in part upon a claim that any of the ARM
Technology delivered by ARM to LICENSEE under this TLA, when used in accordance with this TLA,
infringes any third party Intellectual Property because of; (i) the combination of the ARM
Technology with other products not supplied by ARM if such infringement would not have
occurred but for such combination; (ii) the modification by LICENSEE of the ARM Technology if
such infringement would not have occurred but for such modification; (iii) the process of
synthesizing any ARM Technology including but not limited to the use by LICENSEE of LICENSEE’s
or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the
application of such process; or (iv) any manufacturing process applied to the ARM Technology
by LICENSEE if such infringement would not have occurred but for the application of such
process, then LICENSEE agrees to indemnify ARM for any legal costs (including attorney’s fees)
reasonably incurred by ARM in defending such suit provided that LICENSEE is notified promptly
in writing of the suit and that at LICENSEE’s request, LICENSEE is given control of and all
requested reasonable assistance to defend such suit to the extent that such suit relates to
any of (i) to (iv) above.
	 
	12.5	 	ARM shall only be liable under Clause 12.1 for any damages awarded by a court, for
infringement by the Trade Marks or any ARM Technology of the Intellectual Property of a third
party, up to the date upon which such court issues its judgment. ARM shall have no continuing
liability under Clause 12.1 for any loss suffered by LICENSEE in respect of the same
infringement after the date of such judgment.
	 
	13.	 	Limitation of Liability
	 
	13.1	 	EXCEPT IN RESPECT OF ANY BREACH OF THE PROVISIONS OF CLAUSE 3 (CONFIDENTIALITY), IN NO EVENT
SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
WHETHER SUCH DAMAGES ARE ALLEGED AS A RESULT OF TORTIOUS CONDUCT (INCLUDING NEGLIGENCE) OR
BREACH OF CONTRACT OR OTHERWISE EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
	 
	13.2	 	NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS TLA, THE MAXIMUM LIABILITY OF ARM
TO LICENSEE IN AGGREGATE FOR ALL CLAIMS MADE AGAINST ARM IN CONTRACT TORT OR OTHERWISE UNDER
OR IN CONNECTION WITH THE SUBJECT MATTER OF EACH ANNEX 1 SHALL NOT EXCEED FIFTY PERCENT (50%)
OF THE FEES (DEFINED IN CLAUSE 6.1) PAID BY LICENSEE TO ARM UNDER SUCH ANNEX 1. THE EXISTENCE
OF MORE THAN ONE CLAIM OR SUIT WILL NOT ENLARGE OR EXTEND THE LIMIT. LICENSEE RELEASES ARM
FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THIS LIMITATION.
	 
	13.3	 	NOTHING IN THIS CLAUSE SHALL OPERATE TO EXCLUDE LIABILITY FOR DEATH OR PERSONAL INJURY
RESULTING FROM EITHER PARTY’S NEGLIGENCE.
	 
	13.4	 	The parties hereby acknowledge that the provisions of this Clause 13 allocate the risks under
this TLA between ARM and LICENSEE after negotiation and ARM’s pricing reflects this allocation
of risk and the limitation of liability specified herein.




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	14.	 	Term, Termination and Expiration
	 
	 	 	TLA Term
	 
	14.1	 	Except as provided below, this TLA shall commence on the Effective Date and shall continue in
force unless earlier terminated in accordance with the provisions of Clause 14.2.
	 
	 	 	Termination by Either Party
	 
	14.2	 	Without prejudice to any other right or remedy which may be available to it, either party
shall be entitled immediately to terminate this TLA (including all Annexes incorporated
hereunder) by giving written notice to the other, if the other party:






	 	(i)	 	has committed a material breach of any of its obligations hereunder which is
not capable of remedy; or
	 
	 	(ii)	 	has committed a material breach of any of its obligations hereunder which is
capable of remedy but which has not been remedied within a period of sixty (60) days
following receipt of written notice to do so; or
	 
	 	(iii)	 	any circumstances arise which would entitle the court or a creditor to appoint
a receiver, administrative receiver or administrator or to present a winding-up
petition or make a winding-up order; or
	 
	 	(iv)	 	makes any voluntary arrangement with its creditors for the general settlement
of its debts or becomes subject to an administration order; or
	 
	 	(v)	 	has an order made against it, or passes a resolution, for its winding-up
(except for the purposes of amalgamation or reconstruction) or has a receiver or
similar officer appointed over all or substantially all of its property or assets.






	 	 	Annex Expiry
	 
	14.3	 	Each Annex shall commence on the Annex Effective Date (defined in each Annex 1) and shall
continue in force for the Term set out therein unless earlier terminated in accordance with
the provisions of Clause 14.2.
	 
	15.	 	Effect of Expiry and Termination
	 
	 	 	Termination by ARM
	 
	15.1	 	Upon termination of this TLA by ARM in accordance with Clause 14.2, LICENSEE will immediately
discontinue any use and distribution of all ARM Technology, ARM Confidential Information and
any products embodying such technology or information. LICENSEE shall, at ARM’s option, either
destroy or return to ARM any ARM Confidential Information, including any copies thereof in its
possession and any ARM Technology or derivatives (including any translation, modification,
compilation, abridgement or other form in which the ARM Technology has been recast,
transformed or adapted) thereof in its possession. Within one month after termination of this
TLA LICENSEE will furnish to ARM a certificate signed by a duly authorised representative of
LICENSEE that to the best of his or her knowledge, information and belief, after due enquiry,
LICENSEE has complied with provisions of this Clause.
	 
	 	 	Upon termination of this TLA by ARM in accordance with either of Clauses 14.2; (i) the
termination date shall be treated as the end of a Quarter for the purpose of accounting for
Royalties to ARM; and (ii) any fees outstanding, whether or not such fees have become due at
the date of termination) shall become due and payable to ARM in accordance with the
provisions of Clause 6.
	 
	 	 	Termination by LICENSEE
	 
	15.2	 	Upon termination of this TLA by LICENSEE in accordance with Clause 14.2 the licenses granted
under Clause 2 of this TLA shall survive such termination, subject to the terms and conditions
of




 14 of 23









 






	 	 	this TLA including but not limited to LICENSEE’s continued payment, to ARM, its liquidator or
receiver of any fees and Royalties due at the date of termination or in the future in accordance with
the provisions of Clause 6.


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






	 	(i)	 	any licences granted under Section 2 of the relevant Annex 1, to use copy and
modify the relevant ARM Technology to develop products shall cease;
	 
	 	(ii)	 	any licences granted under Section 2 of the relevant Annex 1, to manufacture,
have manufactured and sell supply or otherwise distribute products developed using the
relevant ARM Technology shall survive subject to the terms and conditions of this TLA
and subject to the continued payment to ARM of any fees and Royalties due at the time
of expiry and in the future under the terms of this TLA and provided that such products
are already being distributed at the date of expiry of the Annex 1; and
	 
	 	(iii)	 	except as expressly provided to the contrary in this Clause 15.3(iii),
LICENSEE shall at ARM’s option, either destroy or return to ARM any ARM Confidential
Information, including any copies thereof in its possession and any ARM Technology or
derivatives (including any translation, modification, compilation, abridgement or other
form in which the ARM Technology has been recast, transformed or adapted) thereof in
its possession but LICENSEE may keep one copy of the relevant ARM Technology for the
purpose of supporting the products referred to in Clause 15.3(ii).






	15.4	 	Upon termination the provisions of Clauses 1, 3, 6 (to the extent that any obligation under
this Clause remains outstanding), 11, 13, 15 and 16 shall survive termination.
	 
	16.	 	General
	 
	16.1	 	All communications between the parties including, but not limited to, notices, royalty
reports, error or bug reports, the exercise of options, and support requests shall be in the
English language.
	 
	16.2	 	All notices which are required to be given hereunder shall be in writing and shall be sent to
the address of the recipient set out below (either party may change their respective address
for service by giving notice of the change to the other party). Any such notice may be
delivered personally, by commercial overnight courier or facsimile transmission which shall be
followed by a hard copy and shall be deemed to have been served if by hand when delivered, if
by commercial overnight courier 48 hours after deposit with such courier, and if by facsimile
transmission when dispatched.





	 	 	 
	ARM Contact	 	LICENSEE Contact
	General Counsel
	 	 
	110 Fulbourn Road
	 	 
	Cambridge CB1 9NJ
	 	 
	England
	 	 







	16.3	 	Neither party shall assign or otherwise transfer this TLA or any of its rights and
obligations hereunder whether in whole or in part without the prior written consent of the
other. An assignment shall be deemed to include, without limitation; (i) any transaction or
series of transactions whereby a third party acquires, directly or indirectly, the power to
control the management and policies of the party, whether through the acquisition of voting
securities, by contract or otherwise; or (ii) the sale of more than fifty percent (50%) of the
party’s assets whether in a single transaction or series of transactions.




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	16.4	 	Neither party shall be liable for any failure or delay in its performance under this TLA due
to causes, including, but not limited to, acts of God, acts of civil or military authority,
fires, epidemics, floods, earthquakes, riots, wars, sabotage, third party industrial disputes
and governments actions, which are beyond its reasonable control; provided that the delayed
party: (i) gives the other party written notice of such cause promptly, and in any event
within fourteen (14) days of discovery thereof; and (ii) uses its reasonable efforts to
correct such failure or delay in its performance. The delayed party’s time for performance or
cure under this Clause 16.4 shall be extended for a period equal to the duration of the cause.
	 
	16.5	 	ARM and LICENSEE are independent parties. Neither company nor their employees, consultants,
contractors or agents are agents, employees or joint venturers of the other party, nor do they
have the authority to bind the other party by contract or otherwise to any obligation. Neither
party will represent to the contrary, either expressly, implicitly, by appearance or
otherwise.
	 
	16.6	 	Failure or delay by either party to enforce any provision of this TLA shall not be deemed a
waiver of future enforcement of that or any other provision.
	 
	16.7	 	The provisions contained in each clause and sub-clause of this TLA shall be enforceable
independently of each of the others and if a provision of this TLA is, or becomes, illegal,
invalid or deemed unenforceable by any court or administrative body of competent jurisdiction
it shall not affect the legality, validity or enforceability of any other provisions of this
TLA. If any of these provisions is so held to be illegal, invalid or unenforceable but would
be legal, valid or enforceable if some part of the provision were deleted, the provision in
question will apply with such modification as may be necessary to make it legal, valid or
enforceable.
	 
	16.8	 	This TLA, including all Annexes, constitutes the entire agreement between the parties with
respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous
understandings or agreements, written or oral, regarding the subject matter. Except in respect
of changes to the Trademark Guidelines which may be changed in accordance with the provisions
of Clause 2.10, no amendment to or modification of this TLA shall be binding unless in writing
and signed by a duly Authorized representative of both parties.
	 
	16.9	 	The ARM Technology provided under this TLA is subject to U.S. export control laws, including
the U.S. Export Administration Act and its associated regulations, and may be subject to
export or import regulations in other countries. LICENSEE agrees to comply fully with all laws
and regulations of the United States and other countries (“Export Laws”) to assure that
neither the ARM Technology, nor any direct products thereof are; (i) exported, directly or
indirectly, in violation of Export Laws, either to any countries that are subject to U.S.
export restrictions or to any end user who has been prohibited from participating in the U.S.
export transactions by any federal agency of the U.S. government; or (ii) intended to be used
for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical,
or biological weapons proliferation.
	 
	16.10	 	The ARM Technology provided under this TLA consists solely of commercial items. LICENSEE
shall be responsible for ensuring that any ARM Technology provided to the US Government in
accordance with the terms of this TLA is provided with the rights and restrictions described
elsewhere herein.
	 
	16.11	 	Except as expressly stated in this TLA, the Contracts (Rights of Third Parties) Act 1999 and
any legislation amending or replacing that Act shall not apply in relation to this TLA or any
agreement, arrangement, understanding, liability or obligation arising under or in connection
with this TLA and nothing in this TLA shall confer on any third party the right to enforce any
provision of this TLA.
	 
	16.12	 	The validity, construction and performance of this TLA shall be governed by English Law.




 16 of 23









 











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



	 	 	 	 	 	 	 	 	 	 	 
	ARM LIMITED:	 	 	 	RDA INTERNATIONAL INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SIGNED

	 	/s/ Graham Budd
 

	 	 	 	SIGNED
	 	/s/ Vincent Tai
 

	 	 
	NAME:

	 	Graham Budd
	 	 	 	NAME:
	 	Vincent Tai	 	 
	TITLE:

	 	EVP and General Manager
Processors Division
	 	 	 	TITLE:
	 	CEO	 	 
	DATE:

	 	12/5/08
	 	 	 	DATE:
	 	2/27/2008	 	 






/seal/

APPROVED BY ARM LEGAL

Initial: AF

Date: 8/5/8




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Annex 1







 18 of 23









 








Annex 2




Rules for Trademark Usage




	1.	 	On Die Encapsulation
	 
	1.1	 	Except as set out in Clause 1.2, if Licensee is distributing ARM Compliant Products Licensee
shall apply the Trademark identified in Section 6 Part A of each Annex 1 to the die
encapsulation (i.e. die package) of each unit of ARM Compliant Product.
	 
	1.2	 	Licensee shall not be obliged to apply the Trademark identified in Section 6 Part A of each
Annex 1 to the die encapsulation of each unit of ARM Compliant Product if;






	 	1.2.1	 	Licensee provides written evidence to ARM that Licensee’s customer has
requested that the die encapsulation of each unit of ARM Compliant Product is to bear
no trade marks whatsoever; or
	 
	 	1.2.2	 	Licensee provides written evidence to ARM that Licensee’s customer has
requested that the die encapsulation of each unit of ARM Compliant Product is to bear
only the trademark of such customer; or
	 
	 	1.2.3	 	the size of the die encapsulation physically prohibits the application of both
Licensee’s trademark and the Trademark identified in Section 6 Part A of each Annex 1
when such marks are scaled to occupy the same area.






	1.3	 	Where Licensee distributes ARM Compliant Products to an Intermediary, the packaging of each
unit of such ARM Compliant Product so distributed must bear a mark which unambiguously
identifies Licensee as the manufacturing source of the ARM Product. If the packaging of the
ARM Compliant Product cannot accommodate Licensee’s mark because of size limitations, then
Licensee shall include a prominent statement indicating that Licensee is the manufacturing
source of the ARM Compliant Product (e.g. “Manufactured by [Licensee identity] under licence
from ARM Limited”) in substantially all advertising material and promotional, technical or
other documentation, including press releases, associated with the ARM Compliant Product and
Licensee shall oblige any Intermediary to do the same.
	 
	 	 	Where; “Intermediary” means any third party to whom Licensee distributes an ARM product and
who is not an End User and “End User” means any person or other legal entity which licenses
an ARM Compliant Product for its own personal use or for use in the ordinary course of its
business but not for onward sale, distribution or sublicensing.
	 
	1.4	 	Except as agreed in writing by ARM, any application by Licensee of the Trademark identified
in Section 6 Part A of each Annex 1 shall be in accordance with the Logo Design Guide set out
in Exhibit A of this Schedule.
	 
	2.	 	On Product Packaging, Documentation, Copy, and Websites
	 
	2.1	 	ARM Powered Logo (Exhibit B)






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




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






	2.2	 	ARM Corporate Signature (Exhibit C)






	 	(a)	 	Licensee shall apply the Trademark identified in Section 6 Part C of each Annex
1 in a prominent place, to any technical documentation for, or relating to, any ARM
Compliant Product distributed under licence from ARM.
	 
	 	(b)	 	Licensee may apply the Trademark identified in Section 6 Part C of each Annex 1
to any advertising or promotional material for, or relating to, any ARM technology or
to the company, ARM Limited.
	 
	 	(c)	 	Licensee shall apply the Trademark identified in Section 6 Part C of each Annex
1 to the page(s) of Licensee’s web site relating to any ARM Compliant Product
distributed under license from ARM.
	 
	 	(d)	 	The Trademark identified in Section 6 Part C of each Annex 1 may only be used
as a logo to identify ARM (including ARM Holdings plc, its operating company ARM
Limited, and the regional subsidiaries).






	2.3	 	ARM Connect Community Partner Logo (Exhibit D)






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






	2.4	 	Licensee may use either of the Trade Marks identified in Section 6 Part C or Part D of each
Annex 1 to create a hyperlink between the primary page of Licensee’s website and the primary
page of ARM’s website.
	 
	2.5	 	Any use or application by Licensee of the Trade Marks identified in Section 6 Part B, Part C
or Part D of each Annex 1 shall be in accordance with; (i) the Logo Design Guide set out in
Exhibit B, Exhibit C, or Exhibit D as relevant of this Schedule; and (ii) with guidelines set
forth in Clause 3 of this Schedule and other accepted trademark use standards.
	 
	2.6	 	The Trade Marks identified in Section 6 Part B, Part C and Part D of each Annex 1 may only be
used as logos and may not be incorporated into a body of text.
	 
	2.7	 	Other Trade Marks






	 	(a)	 	Licensee shall apply the appropriate Trademark from those identified in Section
6 Part E of each Annex 1 to any advertising material or promotional, technical or other
documentation relating to any ARM Compliant Product containing such ARM technology
distributed by Licensee under licence from ARM.
	 
	 	(b)	 	Licensee may apply the appropriate Trademark from those identified in Section 6
Part E of each Annex 1 to any product packaging of any product containing such ARM
technology and distributed by Licensee under licence from ARM.
	 
	 	(c)	 	Licensee shall apply the Trade Marks identified in Section 6 Part E of each
Annex 1 to the page(s) of Licensee’s website relating to any ARM Compliant Product
distributed under licence from ARM.




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






	3.	 	Use Guidelines
	 
	3.1	 	Where any registered Trademark is applied to any product packaging, advertising material or
promotional, technical or other documentation relating to any product distributed under
license from ARM, then for each prominent use and the first use in any text of any such mark
the mark must appear with the symbol “®” at the upper right corner of the mark.
	 
	3.2	 	Where any unregistered Trademark is applied to any product packaging, advertising material
and promotional, technical or other documentation relating to any product distributed under
licence from ARM, then for each prominent use and the first use in any text of any such mark
the mark must appear with the symbol “TM” at the upper right corner of the mark.
	 
	3.3	 	Licensee shall not adopt, use, or attempt to register any trademark which is confusingly
similar to any ARM trademark.
	 
	3.4	 	Licensee shall use trade marks only in the form in which they have been registered or are
being claimed. To maintain the integrity of a trademark, Licensee shall never use it in a
possessive, plural, hyphenated, or abbreviated form; never alter it by adding letters or
numbers or incorporating it into another word; always use the proper spelling, punctuation,
capitalization, and font type.
	 
	3.5	 	Licensee shall never alter a Trademark






	 	 	 	Correct: Use an ARM® PrimeCell® peripheral.
	 
	 	 	 	Incorrect: Add a PrimeCell® peripheral to your ARMory.






	3.6	 	Licensee shall use proper capitalization for a Trademark






	 	 	 	Correct: ARM®
	 
	 	 	 	Incorrect: Arm®






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






	 	 	 	Correct: ARM® core
	 
	 	 	 	Incorrect: ARM® Core






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






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






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





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



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




	3.10	 	Licensee shall always use the appropriate symbols with a trademark in a heading, as well as
on the first occurrence of the trademark in a text. The same standards apply to attributing
trade




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	 	 	marks on a Web page. Since each Web page has the potential to be viewed individually,
trademark symbols should be used on each page, even if part of a multipage section or site.
Licensee shall attribute trade marks on the first occurrence within sidebars, charts,
tables, graphics, diagrams, marketing slides, banners, “Related information” links, and
other links on a Web page, because these elements have greater potential to be read or
placed independently.
	 
	3.11	 	In addition to the rules set out above ARM may provide Licensees with additional instructions
relating to the use of the Trade Marks from time to time which Licensee shall follow in its
future use of the Trade Marks.




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Logo Design Guide




Exhibit A



[LOGO]



Exhibit B



[LOGO]



Exhibit C



[LOGO]



Exhibit D



[LOGO]


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



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




	 	 	 	 	 
	Cyan
	 	 	100	 
	Magenta
	 	 	0	 
	Yellow
	 	 	8.5	 
	Black
	 	 	34	 







	•	 	Do not alter or deform the shape of the marks.
	 
	•	 	Do not replace the logotype with a different typeface or attempt to mimic the logotype
typeface.
	 
	•	 	Do not place competing visual elements (including but not limited to other Trade Marks)
close to the marks.
	 
	•	 	Do not set type near to the marks that could be construed as a corporate slogan or motto.






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