**Exhibit 10.55**

 

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**PC OPTICAL STORAGE TECHNOLOGY PATENT LICENSEAGREEMEN**T

 

This PC Optical Storage Technology Patent License Agreement (“Agreement”),executed as of January 25, 2006 (the “Execution Date”), is made andentered into by and between, on the one hand, Zoran Corporation, a Delawarecorporation with its principal place of business at 1390 Kifer Road,Sunnyvale, CA, 94086, USA and its wholly owned subsidiary, Oak Technology, Inc.(collectively, “Zoran”), and, on the other hand, MediaTek, Inc., aTaiwanese corporation with its with its principal place of business at No. 1-2,Innovation Road 1, Science-Based Industrial Park, Hsin-Chu City, Taiwan 300,R.O.C. (“MediaTek”). This Agreement shall be effective as of January 25,2006 (the “Effective Date”).

 

RECITALS

 

A.            Zoran owns andcontrols, and has the right to license, the Zoran Licensed Patents (as definedbelow); and

 

B.            MediaTek desires toobtain a license under the Zoran Licensed Patents during the term of this Agreement,all as is more particularly described in this Agreement.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the mutual promises and covenantscontained herein and of other good and valuable consideration, the partiesagree as follows:

 

**1.**             DEFINITIONS

 

a.             **“Subsidiary”**means, with respect to a givenentity, any corporation or other entity which directly or indirectly iscontrolled by the given entity for so long as such control exists. Controlmeans the direct or indirect ownership by the given entity of more than fiftypercent (50%) of the Voting Power or the power to direct or cause the directionof the day-to-day management, operations, business and policies of thecontrolled entity, whether through the ownership of voting securities, bycontract or otherwise.

 

b.             **“After-Acquired Subsidiary”** means any entity that becomes aSubsidiary of a party during the term of this Agreement.

 

c.             **“Assert”** means to bring an action of any nature before anylegal, judicial, arbitration, administrative, executive or other type of bodyor tribunal that has or claims to have authority to adjudicate such action inwhole or in part. Examples of such body or tribunal include, withoutlimitation, United States State and Federal Courts, the United StatesInternational Trade Commission and any foreign counterparts of any of theforegoing.

 

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d.             **“Change of Control”** means a transaction or series ofrelated transactions in which either (i) a party consolidates or mergeswith or into a third party, or sells, assigns, conveys, transfers, leases orotherwise disposes of all or substantially all of its assets directly orindirectly to a third party, or any third party consolidates with, or mergeswith or into, a party, in each case unless the direct and indirect holders ofthe outstanding voting stock or of other voting rights (referred to forconvenience as the “voting power”) entitled to elect directors or othermanaging authority for such entity immediately prior to the transaction or series ofrelated transactions will hold, directly or indirectly, more than fifty (50%)of the voting power of the surviving or transferee third party immediatelyafter the transaction or series of related transactions; or (ii) athird party or “group” (as such term is used in Rule 13d-5 under theUnited States Securities Exchange Act of 1934) is or becomes, or has the rightto become, the beneficial owner, directly or indirectly, of more than 50% ofthe total voting power of a party.

 

e.             **“Economic Interest”** means rights of a party to receive,directly or indirectly, a share of the profits of a Subsidiary associated withsecurities or other equity or ownership interest in such Subsidiary (including,for example, rights to receive dividends and other profit distributions),whether or not actually distributed.

 

f.              **“Former Subsidiary”** means any entity that ceases to be aSubsidiary of a party during the term of this Agreement.

 

g.             [****].

 

h.             **“Licensed Product”**means any product thatis a PC Optical Storage Device, themanufacturing, using, selling, offering to sell, leasing, or importing of whichin any country would, in the absence of the license granted by this Agreement, directlyor indirectly infringe one or more claims of the Zoran Licensed Patents.

 

i.              **“Patents”**mean (i) any patent (including any utilitypatent, design patent, patent of importation, patent of addition, certificateof addition, certificate or model of utility) granted by the United States or anyother country, (ii) any reissue, continuation, parent, division,extension, renewal, or continuation-in-part of any of the foregoing, (iii) anycounterpart anywhere in the world of any of the foregoing, (iv) anypatent application in the United States or any other country, and (v) anypatent application that is a continuation, continuing application,continuation-in-part or division of any such application.

 

j.              “**PC****Optical Storage Business**”means [****].

 

k.             “**PC****Optical Storage Device**”means any data storage device [****].

 

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l.              **“Zoran Licensed Patents”** mean (i) the patents and patentapplications listed in Exhibit B; (ii) any existing or futureU.S. or foreign patent or patent application from which any of the foregoingclaim priority; and (iii) any counterpart, continuation,continuation-in-part, division, reissue or re-examination of any of theforegoing, whether now existing or filed after the Execution Date.

 

m.            **“Voting Power”** means the right to exercise voting power with respect to the election ofdirectors or similar managing authority of an entity (whether through direct orindirect beneficial ownership of shares or securities of such entity orotherwise).

 

n.             **“Sold”** means any direct or indirect disposition, by sale, lease, use orotherwise, of a Licensed Product, whether or not for consideration.

 

**2.**             LICENSES

 

a.             Zoran’sLicense to MediaTek.

 

(i)            Subjectto the limitations on the scope of license grant described in Section 2(d) below,Zoran, on behalf of itself and its Subsidiaries, hereby grants to MediaTek andits Licensed Subsidiaries, for the term of this Agreement only, anon-exclusive, non-transferable and non-assignable (except as set forth in Section 7)license, without the right to sublicense, under the Zoran Licensed Patentsonly, to make, have made (subject to Section 2(d) below), use,import, lease, offer to sell, sell (directly or indirectly) and otherwisetransfer Licensed Products and to practice any method or process in the PCOptical Storage Business.

 

(ii)           Noimplied licenses are granted hereunder. Nothing contained in this Agreementshall expressly or by implication or by estoppel or otherwise give MediaTek anyright to license Zoran Licensed Patents to any third party.

 

b.             [IntentionallyOmitted]

 

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c.             Customers.The sale or lease of a Licensed Product by MediaTek or its Licensed Subsidiaryto a direct or indirect customer under the license granted in Section 2(a) conveysthe right for such customer to use, sell (directly or indirectly), offer tosell and import such Licensed Products as sold by MediaTek or its LicensedSubsidiary (including as part of a larger combination through theincorporation of the Licensed Products into other products to the extentnecessary for the use of such Licensed Products as part of PC OpticalStorage Devices).

 

d.             Limitationson Scope of License Grant.

 

(i)            [****].

 

(ii)           [****].

 

**3.**             PAYMENTS BY MEDIATEK

 

a.             LicenseFee. As a license fee under this Agreement, MediaTek shall pay to Zoran thesum of fifty five million United States dollars (US $55,000,000) (the “LicenseFee”) on or before February 7, 2006, as further provided for in this Section 3.The parties agree that the payment of the License Fee to Zoran is (i) notrefundable, and (ii) unrelated to the volume of sales by MediaTek, and (iii) notsubject to any deductions, offsets or withholdings, other than withholdings forpurposes of Taiwan tax law for purposes of Section 3(d) below.

 

b.             Royalties.In consideration for the license granted hereunder, for the first thirty (30)months after the Effective Date, MediaTek shall pay to Zoran a monthly royaltyof one million United States dollars (US $1,000,000) for each month duringwhich at least [****] units of Licensed Products are Sold, whether by MediaTekor any of its Subsidiaries (“Royalty”). [****]. In no event shall thetotal royalties payable under this Section 3(b) exceed a total ofthirty million United States dollars (US $30,000,000). No royalties shallaccrue after such thirty (30) month period. Such royalties will be due andpayable within thirty (30) days after the end of the calendar quarter in whichsuch royalties accrue. MediaTek shall not be required to provide any reportsregarding the volume of Licensed Products sold by MediaTek.

 

c.             Payment.The payment of the License Fee and Royalties shall be made to Zoran Corporationin United States currency by wire transfer to the following account:

 

BankAddress:                                                                 [****].

 

ABANumber:                                                                    [****]

AccountName:                                                             [****]

 

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AccountNumber:                [****]

Beneficiary:                           [****]

 

d.             WithholdingTaxes.

 

(i)            Becauseof the possibility that Taiwan tax authorities may require withholdingwith respect to the payments under this Agreement, MediaTek shall withholdamounts from the payments made to Zoran pursuant to this Agreement at theapplicable withholding tax rate and pay such amounts to the appropriate Taiwantax authorities (the “Pre-Gross-Up Tax Withholding”). The parties shallcooperate with each other and use all reasonable efforts to reduce or eliminatesuch withholding tax liability as further described below.

 

(ii)           MediaTekwill prepare and promptly file an application on Zoran’s behalf with the Taiwantax authorities for exemption from Taiwan’s withholding taxes with respect tosuch payments. The parties shall cooperate and work together with respect tosuch application and use reasonable efforts to obtain such exemption. To theextent that a complete exemption is not available, the parties shall cooperateand work together to reduce such withholding taxes to the maximum extentpossible. MediaTek and Zoran each agree to provide all documents reasonablyrequested by the other party in connection with such application.

 

(iii)          [****].

 

(iv)          [****].

 

(v)           [****].

 

e.             LatePayment. Any payment under this Article 3 that is not made when dueshall bear interest at the lesser of the prime rate plus two percent (2%), asreported by Morgan Guaranty Trust Co. of New York, New York, or the maximumrate permitted by law, from the date that such amounts were payable under this Section 3until the date upon which such payment is made. In any action to collect pastdue amounts which have not been paid in accordance with this Section 3,the prevailing party shall be entitled to receive its costs and reasonableattorneys’ fees incurred in such action as set forth in Section 9 below.

 

f.              Other.The above payments will remain due from MediaTek to Zoran even if the LicensedPatents are held invalid or unenforceable in a suit or other proceeding with athird party. The parties acknowledge that the payments under this Section 3are not evidence of what a reasonable royalty would be as determined in a suitfor infringement of any of the patents covered by this Agreement and arespecifically

 

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based upon various other considerations takeninto account in the negotiation of this Agreement.

 

**4.**             TERM

 

The term of this Agreement shall commence onthe Effective Date and continue until the expiration of the last to expire ofthe Zoran Licensed Patents. The licenses granted in this Agreement areirrevocable and non-terminable (except to the extent such licenses are subjectto limitations upon a Change of Control as set forth in Section 7 below).

 

**5.**             CONFIDENTIALITYOF TERMS

 

a.             Neitherthe parties nor their Subsidiaries shall use or refer to this Agreement or anyof its provisions in any promotional activity, except that the parties shall beeach allowed to issue a press release announcing the existence of thisAgreement. Prior to a party’s issuance of such a press release, that partyshall obtain the consent of the other as to the form and content of thepress release, said consent not being unreasonably withheld.

 

b.             Thespecific terms of this Agreement shall be confidential. No party shall disclosethe specific terms of this Agreement except:

 

(i)            toits Subsidiaries in confidence;

 

(ii)           inthe case of MediaTek, as permitted by the prior written consent of Zoran,granted in its sole discretion;

 

(iii)          inthe case of Zoran, as permitted by the prior written consent of MediaTek,granted in its sole discretion;

 

(iv)          asmay be required by law or legal process (including legal requirements andregulations of the U.S. Securities and Exchange Commission and the rules ofthe Nasdaq Stock Market), as determined by such party based on advice andcounsel from such party’s outside securities counsel that such disclosure isadvisable under such law or legal process, provided however, that in the eventeither party determines it is necessary to publicly file a copy of thisAgreement, the disclosing party agrees to notify the other party prior to suchfiling and, upon the request of the other party, to use commercially reasonableefforts to obtain confidential treatment for information deemed sensitive, to theextent such confidential treatment is available under applicable laws andregulations;

 

(v)           tothe International Trade Commission (“ITC”) (to the extent permissible by ITCrules, all such information shall be submitted in confidence);

 

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(vi)          tostate information that has already been properly publicly disclosed pursuant toSection 5(b)(iv) or in an approved press release under Section 5(a),to the extent reasonably necessary in response to an inquiry from industryanalysts or other third parties, provided that neither party will issue anyfurther press release (beyond the approved press release under Section 5(a))or other advertising or publicity regarding such information or this Agreement,except as the other party shall agree;

 

(vii)         inconfidence, to a party’s or its Subsidiaries’ accountants, legal counsel andother financial and legal advisors in their capacity of advising the party insuch matters;

 

(viii)        inresponse to a valid subpoena or as otherwise may be required by law (inconfidence to the extent allowed); provided, however, that if a party orSubsidiary is required to do so by a subpoena (or other legal process) or courtorder seeking disclosure of the terms set forth in this Agreement, such partyor Subsidiary shall, before responding thereto, provide the other parties withprior written notice of such subpoena, legal process, order or legalrequirement in sufficient time (if reasonably feasible) to permit the otherparties the opportunity to object (or, if the timing of such litigation makesadvance notice impracticable, such notice is provided within ten (10) daysafter such disclosure), to seek a court-entered protective order or comparablecourt-ordered restriction, and shall reasonably cooperate with the otherparties in their efforts to obtain such protective order and provided furtherthat, the disclosing party shall seek to have the disclosure of such terms andconditions restricted, as authorized or permitted by the court, in the samemanner as is the confidential information of other litigating persons; and anyparty and any of its Subsidiaries is permitted to file this Agreement underseal with and disclose under seal this Agreement, in whole or in part, andinformation relating to this Agreement to a court, tribunal or governmentagency of competent jurisdiction in an action or proceeding brought by oragainst a party or a Subsidiary when reasonably necessary for such action orproceeding, subject to written notice to the other party and an opportunity toobtain a protective order or other restriction as described in thissubparagraph;

 

(ix)           toa third party in connection with a potential Change of Control or otherpermitted assignment of this Agreement by, of or with the party, provided thatsuch disclosure shall be (A) on a strictly limited, need-to-know basis, (B) whenthe party believes that such transaction is reasonably likely to take place,and (C) on terms applicable to other highly confidential informationdisclosed by such party in connection with such transaction provided such termsprohibit disclosure, prohibit use for any purpose other than as

 

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required for due diligence in connection withthe potential transaction and provide for reasonable care; and

 

(x)            [****].

 

**6.**             CERTAINREPRESENTATIONS, WARRANTIES AND DISCLAIMERS

 

a.             Zoranrepresents and warrants to MediaTek that it has the right to enter into thisAgreement and grant the rights and licenses granted herein, including, withoutlimitation, to license the Zoran Licensed Patents, and to bind its Subsidiariesunder this Agreement.

 

b.             MediaTekrepresents and warrants to Zoran that it has the right to enter into thisAgreement.

 

c.             MediaTekrepresents to Zoran that each entity listed on Exhibit A heretocurrently meets the definition of “Subsidiary” herein.

 

d.             Nothingcontained in this Agreement is or shall be construed as: (i) a warranty orrepresentation by Zoran as to the validity, enforceability or scope of any ofthe Zoran Licensed Patents; or (ii) a warranty or representation by Zoranthat any manufacture, sale, lease, use or other disposition of LicensedProducts will be free from infringement of any patent rights or otherintellectual property rights of any third party; or (iii) an obligation byeither of the parties to furnish any technical or other information orknow-how.

 

e.             Exceptas expressly provided herein, neither party makes any representations orwarranties, express or implied, regarding any matter, including withoutlimitations the implied warranties of merchantability, suitability, and/orfitness for a particular use or purpose.

 

f.              Eachparty represents and warrants, on behalf of itself and its Subsidiaries, thatwithin the twelve (12) months prior to the Effective Date neither it, nor anyof its Subsidiaries, has assigned, transferred or sold to a third party anyPatents that, had they not been so assigned, transferred or sold, would havebeen included within the definition of Zoran Licensed Patents.

 

g.             Eachparty represents and warrants, on behalf of itself and its Subsidiaries, thatneither it nor any of its Subsidiaries has the right or power to direct anythird party to Assert against the other party any cause of action based uponthe other party’s purported infringement of any Patent owned or enforceable bysuch third party.

 

h.             Noparty assumes any liability with respect to any infringement of any patent orto any other rights of third parties due to any reason, including, withoutlimitation,

 

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another party’s conduct under the licensesgranted hereunder or for any responsibility for the enforcement of its patentsagainst third parties.

 

**7.**             ASSIGNMENT

 

a.             Exceptas otherwise expressly provided in this Section 7, neither party may assign,transfer or otherwise dispose of this Agreement or any of its rights andobligations under this Agreement (referred to as an “assignment”) to any entitywithout prior written notice to, and obtaining the prior written consent of,the other party; provided, however, that a party may assign this Agreementwithout such consent in the event of (x) a Change of Control involving thatparty or (y) as part of the transfer of all or substantially all of thebusiness or assets of a party (whether by sale, merger, operation of law orotherwise) in a transaction that is not a Change of Control, solely because thedirect and indirect holders of Voting Power of the party immediately prior tothe transaction or series of related transactions will hold, directly orindirectly, more than fifty percent (50%) of the Voting Power of thesuccessor-in-interest immediately after the transaction or series ofrelated transactions. Any assignment or attempted assignment or other transfernot in compliance with the terms and conditions of this Agreement will be nulland void. If a party consents to an assignment of this Agreement, (i) thesuccessor-in-interest must agree in writing to be bound by the terms andconditions of this Agreement; and (ii) the assigning party (to the extentit does not become part of the successor-in-interest as a result of therespective transaction) shall not retain any rights or licenses under thisAgreement.

 

b.             Upona Change of Control of a party, the following terms shall apply:

 

(i)            IfMediaTek is subject to a Change of Control, the Licensed Products of MediaTek (“AcquiredParty”) will be limited to those Licensed Products that [****]. If MediaTekis subject to a Change of Control, the licenses granted in Section 2(a) shallcontinue with respect to such Existing Products and Follow On Products afterthe effective date of the Change of Control. [****].

 

(ii)           Nothingcontained in this Section 7 shall limit the Licensed Products of MediaTekif Zoran is the party subject to the Change of Control.

 

(iii)          Fromand after the effective date on which an After-Acquired Subsidiary becomes aSubsidiary of MediaTek and meets the requirements for being a LicensedSubsidiary, such After-Acquired Subsidiary shall be granted the licenses setforth in Section 2. The Patents of an After-Acquired Subsidiary will beincluded in the license granted to MediaTek to the extent set forth in thedefinition of Zoran Licensed Patents, as applicable, as of the date theAfter-Acquired Subsidiary becomes a Subsidiary. The licenses described

 

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in Section 2 shall not have anyretroactive effect for those units of products that were sold by the Subsidiaryprior to the date on which it becomes a Licensed Subsidiary.

 

(iv)          Onthe date that a Licensed Subsidiary of MediaTek ceases to be a LicensedSubsidiary (“Former Licensed Subsidiary”) or a Subsidiary becomes aFormer Subsidiary of MediaTek:

 

(A)          Thelicenses granted to the Former Licensed Subsidiary of MediaTek under thisAgreement shall terminate on the date the Former Licensed Subsidiary ceases tobe a Licensed Subsidiary. Notwithstanding the foregoing, such termination shallnot have any retroactive effect and the licenses granted to the Former LicensedSubsidiary under this Agreement for those units of Licensed Products previouslysold or that have already been made and are in inventory which the FormerLicensed Subsidiary demonstrates were made by or for the Former LicensedSubsidiary prior to the date on which it ceased to be a Licensed Subsidiaryshall not be affected.

 

(B)           Thelicenses and covenants granted hereunder to MediaTek and its LicensedSubsidiaries with respect to Patents of the Former Subsidiary shall continue asset forth in this Agreement.

 

(C)           Notwithstandingthe foregoing provisions (A) and (B) of this Section 7(b)(vi),if a Licensed Subsidiary of MediaTek is merged or subsumed into MediaTek oranother Licensed Subsidiary of MediaTek such that the resulting entity remainsMediaTek or a Licensed Subsidiary under this Agreement, the licenses granted tothe Former Subsidiary under this Agreement shall remain in effect and shallcontinue to apply to MediaTek or Licensed Subsidiary, as applicable.

 

(D)          Zoranreserves the right to and may enter into negotiations with the FormerLicensed Subsidiary regarding cross-license or covenants to not sue agreements,and MediaTek agrees not to improperly interfere with such negotiations.

 

c.             Divestitureof Material Business Unit.

 

(i)            [****].

 

(ii)           [****].

 

(iii)          [****].

 

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d.             Eachparty shall promptly provide the other party with written notice upon theoccurrence of a permitted assignment, Change of Control or addition of aLicensed Subsidiary after the Effective Date.

 

**8.**             MISCELLANEOUSPROVISIONS

 

a.             Nothingcontained in this Agreement shall be construed as imposing any obligation toinstitute any suit or action for infringement of any patents, or to defend anysuit or action brought by a third party which challenges or concerns thevalidity or enforceability of any patents licensed under this Agreement.

 

b.             ThisAgreement will not be binding until it has been signed below by both parties.

 

c.             Nothingcontained in this Agreement shall be construed as an obligation to file anypatent application or to secure any patent or to maintain any patent in force.

 

d.             Noexpress or implied waiver of any breach of any term, condition or obligation ofthis Agreement shall be construed as a waiver of any subsequent breach of thatterm, condition or obligation or of any other term, condition or obligation ofthis Agreement of the same or of a different nature.

 

e.             Anyfailure to perform any obligation hereunder, except for the obligation tomake payments hereunder, shall be excused to the extent such failure is causedby any controlling law, order, or regulation, or by any acts of war, acts ofpublic enemies, fires, floods, acts of God, acts of terrorism, or any othercontingency beyond the control of the parties, but only so long as said law,order, regulation or contingency continues.

 

f.              Nothingcontained in this Agreement shall be construed as conferring to either partyhereof any right to use in advertising, publicity, or other promotionalactivities any name, trade name, trademark or other designation of the otherparty and its Subsidiaries (including any contraction, abbreviation orsimulation of any of the foregoing).

 

g.             ThisAgreement shall be construed in accordance with and governed by the laws of theState of California, United States, as applied to agreements entered into andfully performed therein by residents thereof, excluding conflict of lawsprinciples thereof. In the event of a breach of this Agreement, the exclusivevenue for any and all litigation brought to enforce the Agreement shall be theUnited States District Court, Northern District of California.

 

h.             Ifany term, clause, or provision of this Agreement shall be held to be invalid,the validity of any other term, clause or provision shall not be affected; andsuch invalid term, clause or provision shall be replaced by a valid term thatreflects the

 

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economic effect of the invalid term, clauseor provision, or if such is not possible, shall be deemed deleted from thisAgreement.

 

i.              ThisAgreement is the result of negotiations between Zoran and MediaTek, both ofwhich have been represented by counsel during such negotiations; accordingly,this Agreement shall not be construed for or against either party.

 

j.              ThisAgreement (including all Exhibits hereto, which are all incorporated by thisreference) sets forth the entire agreement and understanding between theparties as to the subject matter hereof and supersedes all prior orcontemporaneous agreements, understandings, discussions and othercommunications, if any, between the parties with respect to the subject matterhereof.

 

k.             Nomodification or amendment to this Agreement will be effective unless it is inwriting and executed by authorized representatives of the parties, nor will anywaiver of any rights be effective unless assented to in writing by the party tobe charged.

 

l.              Eachparty to this Agreement agrees to perform any further acts and execute anddeliver any further documents that may be reasonably necessary to carryout the provisions of this Agreement.

 

m.            ThisAgreement and any counterpart original thereof may be executed andtransmitted by facsimile or by emailed portable document format (“.pdf”)document. The facsimile and/or .pdf signature shall be valid and acceptable forall purposes as if it were an original. This Agreement may be executed inmultiple counterparts, each of which shall be deemed an original, but all ofwhich together shall constitute one and the same instrument. In making proof ofthis Agreement, it shall not be necessary to produce or account for more thanone such counterpart.

 

**9.**             ATTORNEYS’FEES

 

Each partyshall bear its own attorney’s fees and related expenses incurred by or onbehalf of said party in connection with the negotiation of this Agreement. Inthe event of any litigation in connection with this Agreement, the prevailingparty will be entitled to receive its costs, expert witness fees and reasonableattorneys’ fees, including costs and fees on appeal.

 

[signature page follows]

 

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to beexecuted by its duly authorized officer as of the Execution Date.

 
| Zoran Corporation         | MediaTek, Inc.      |
|---------------------------|--------------------------|
|                      |                     |
|                      |                     |
| By:                       | /s/ Levy Gerzberg        |   | By: | /s/ C.J. Hsieh |   |
|                      |                     |   |   |   |   |
|                      |                     |   |   |   |   |
| Name:                     | Levy Gerzberg            |   | Name: | C.J. Hsieh |   |
|                      |                     |   |   |   |   |
| Title:                    | President & CEO |   | Title: | President |   |
|                      |                     |   |   |   |   |
| Date:                     | 1/25/06                  |   | Date: | 1/25/06 |   |
|                      |                     |
|                      |                     |
| Oak Technology, Inc. |                     |
|                      |                     |
|                      |                     |
| By:                       | /s/ Levy Gerzberg        |   |   |
|                      |                     |   |   |
| Name:                     | Levy Gerzberg            |   |   |
|                      |                     |   |   |
| Title:                    | President & CEO |   |   |
|                      |                     |   |   |
| Date:                     | 1/25/06                  |   |   |
|                           |                          |  |  |  |  |  |  |  |  |

 

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**** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THISEXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THECONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [****]. [****]. A COMPLETEVERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGECOMMISSION.

 

**EXHIBIT A**

 

**MEDIATEK LICENSED SUBSIDIARIES**

 

[****]

 

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**** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THISEXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THECONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [****]. A COMPLETE VERSIONOF THIS EXHIBIT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGECOMMISSION.

 

**EXHIBIT B**

 

**LICENSED PATENTS**

 

[****]

 

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