**Exhibit 10.02**     *****CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HASBEEN FILED WITH THE SECURITIES EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITHRESPECT TO THE OMITTED PORTIONS.****Video Processor Design License Agreement**     This Video Processor Design License Agreement (the “Agreement”) is made and entered into as ofthe Effective Date set forth on the signature page below, by and between Silicon Image, Inc., aDelaware corporation, with its principal place of business at 1060 East Arques Ave., Sunnyvale. CA94085 (“SIMG”), and Sunplus Technology Co., Ltd., a Taiwanese corporation with its principal placeof business at 19, Innovation First Road, Hsinchu Science Park, Taiwan 300, R.O.C. (“Sunplus”)**Recitals**     **Whereas,**each party desires to independently develop one or more integrated circuit products:     **Whereas,**each party desires to grant the other a license to use certain technology,documentation, and intellectual property rights for various purposes, including the manufacture,marketing, selling, and distribution of integrated circuit products; and,     **Whereas,**the parties are entering into that certain Video Processor Development, Marketing,and Sales Agreement, pursuant to which the parties will be cooperating in the development ofvideo-processor products (such agreement, the “Partnership Agreement”),     **Now, therefore**, the parties, in consideration of the mutual rights and obligations set forthherein, hereby agree as follows:**1.** **Definitions.**     “Deficient” shall have the meaning set forth in Section 2.4.     “Intellectual Property Rights” means patent rights (including patent applications anddisclosures), continuations, continuations-in-part, rights of priority, copyright rights, moralrights, mask work rights, trade secret rights, know-how, and any other intellectual property orproprietary rights recognized in any country or jurisdiction in the world, now or hereafterexisting, and whether or not filed, perfected or recorded.     “SiI8500” means that certain videoprocessor product that, as of the Effective Date, has beendeveloped, is being developed, or will be developed by Sunplus in accordance with the PartnershipAgreement.     “SIMG Deliverables” means the deliverables set forth and so identified in Exhibit E.
 

 
*Confidential Information of the Parties*     “SIMG Licensed Subject Matter” means any and all SIMG Deliverables, collectively andindividually and in whole and in part and excluding Third Party Components, that have been acceptedby Sunplus in accordance with Section 3.     “Standards Body” means an entity that (i) develops, coordinates, promulgates, revises, amends,updates, interprets, and/or otherwise maintains a technical standard and (ii) makes availablelicenses to such standard on a non-discriminatory basis.     “Sunplus Deliverables” means the deliverables set forth and so identified in Exhibit E.     “Sunplus Licensed Subject Matter” means any and all Sunplus Deliverables, collectively andindividually and in whole and in part and excluding Third Party Components, that have been acceptedby SIMG in accordance with Section 3.     “Support and Maintenance Period” shall have the meaning set forth in Exhibit D.     “Third Party Component” shall have the meaning set forth in Section 2.4.**2.** **License Grants and Ownership.**     **2.1 Sunplus Technology License.**Subject to the terms and conditions set forth in Exhibit B,Sunplus hereby grants SIMG an irrevocable, perpetual, fully paid-up, royalty-free, unrestricted,worldwide license under all of Sunplus’ Intellectual Property Rights to:          (a) use, modify, reproduce, and copy the Sunplus Licensed Subject Matter in any manner and inany format, in whole and/or part;          (b) create, prepare, develop, make, have made, reproduce, and use derivative works and/orimprovements of the Sunplus Licensed Subject Matter in any manner and in any format, in wholeand/or part;          (c) offer to sell, sell, import, license, distribute (through one or more tiers ofdistribution), and otherwise dispose of, on a stand-alone basis and/or in combination with othertechnology(ies) and/or other product(s), the Sunplus Licensed Subject Matter, in whole and/or partand/or derivative works and/or improvements of the Sunplus Licensed Subject Matter, in whole and/orpart, in each case in any manner and in any format; and,          (d) sublicense the rights set forth in subsections (a) through (d);provided that such license shall become effective with respect to each portion of the SunplusLicensed Subject Matter as of the date of the acceptance by SIMG of the applicable SunplusDeliverable(s) in accordance with Section 3. Sunplus acknowledges and agrees that, subject to theterms and conditions set forth in Exhibit B, the foregoing license shall be construed to provideSIMG with a license to perform any and all activities involving the Sunplus Licensed Subject Matterthat would otherwise infringe Sunplus’ Intellectual Property Rights worldwide.
 

 
*Confidential Information of the Parties*     **2.2 SIMG Technology License.**Subject to the terms and conditions set forth in Exhibit B, SIMGhereby grants Sunplus an irrevocable, perpetual, fully paid-up, royalty-free, unrestricted,worldwide license under all of SIMG’s Intellectual Property Rights to:          (a) use, modify, reproduce, and copy the SIMG Licensed Subject Matter in any manner and in anyformat, in whole and/or part;          (b) create, prepare, develop, make, have made, reproduce, and use derivative works and/orimprovements of the SIMG Licensed Subject Matter in any manner and in any format, in whole and/orpart;          (c) offer to sell, sell, import, license, distribute (through one or more tiers ofdistribution), and otherwise dispose of, on a stand-alone basis and/or in combination with othertechnology(ies) and/or other product(s), the SIMG Licensed Subject Matter, in whole and/or partand/or derivative works and/or improvements of the SIMG Licensed Subject Matter, in whole and/orpart, in each case in any manner and in any format; and,          (d) sublicense the rights set forth in subsections (a) through (d);provided that such license shall become effective with respect to each portion of the SIMG LicensedSubject Matter as of the date of the acceptance by Sunplus of the applicable SIMG Deliverable(s) inaccordance with Section 3. SIMG acknowledges and agrees that, subject to the terms and conditionsset forth in Exhibit B, the foregoing license shall be construed to provide Sunplus with a licenseto perform any and all activities involving the SIMG Licensed Subject Matter that would otherwiseinfringe SIMG’s Intellectual Property Rights worldwide.     **2.3 Ownership.**As between the parties, each party shall own any and all rights, title, andinterest in and to the Licensed Subject Matter that it licenses to the other party and theIntellectual Property Rights contained therein, and nothing in this Agreement shall be construed togrant to either party any ownership right or interest, other than the licenses set forth herein, inor to the Licensed Subject Matter licensed to it by the other party and/or the IntellectualProperty Rights contained therein. Except as expressly set forth in this Agreement, no other rightsor licenses are granted by either party to the other, by implication, estoppel or otherwise.Notwithstanding the foregoing, to the extent that any new developments and/or inventions are (i)jointly created by the parties in the performance of the services set forth in Exhibit D, allIntellectual Property Rights therein shall be jointly owned by the parties, neither party having aduty to account to the other for the exploitation thereof, and/or (ii) created by either partyalone in the performance of the services set forth in Exhibit D and such developments and/orinventions relate to the Licensed Subject Matter, all Intellectual Property Rights therein shall beowned by such party and the other party shall receive a license to such developments and/orinventions that is coextensive and coterminous with the license its received above to the owner’sLicensed Subject Matter (i.e., such developments and/or inventions shall be deemed to be LicensedSubject Matter).     **2.4 Third Party Intellectual Property Rights.**Exhibit C sets forth a list of the third partycomponents that are incorporated within and/or intellectual property rights of third parties thatare necessary for the licensed use(s) of each party’s Licensed Subject Matter as delivered to
 

 
*Confidential Information of the Parties*and accepted by the other party (each, solely to the extent listed in Exhibit C, a “ThirdParty Component”). Except as otherwise set forth in Exhibit C, each party is responsible forobtaining its own licenses to such Third Party Components. Each party shall provide prompt writtennotice to the other in the event that such party becomes aware that such list is incomplete and/orincorrect (“Deficient”), such notice to set forth the manner in which such list is Deficient. Inthe event that such list is Deficient as of the Effective Date and either party, at any time,becomes aware that such list is Deficient, the party responsible for the Deficiency (i.e., theparty whose Licensed Subject Matter incorporates such component and/or requires such rights for itslicensed use(s)) shall, at its sole expense, procure the necessary rights to correct suchDeficiency without amending the list (i.e., the responsible party shall be fully liable forprocuring such rights, at its sole expense, without materially restricting the rights of the otherparty hereunder). EXCEPT TO THE EXTENT THAT SUCH DEFICIENCY CONSTITUTES A BREACH OF THE WARRANTIESSET FORTH IN SECTION 6 (I.E., THE RESPONSIBLE PARTY HAD KNOWLEDGE OF SUCH DEFICIENCY AS OF THEEFFECTIVE DATE), THE FOREGOING OBLIGATION SHALL BE THE RESPONSIBLE PARTY’S SOLE LIABILITY AND THEOTHER PARTY’S SOLE REMEDY FOR SUCH DEFICIENCY.**2.5** **Injunctive Relief.**          (a) During the five (5) year period following the Effective Date, in the event that eitherparty is in breach of the licenses set forth in Sections 2.1 and 2.2 and/or any other provisioncontained in this Agreement, such party acknowledges and agrees that there may be no adequateremedy at law for such breach and that the other party (the “Offended Party”) may be entitled, inaddition to money damages, to equitable relief, provided that the Offended Party may only seek suchrelief strictly in accordance with the following protocol:          (i) the Offended Party shall provide the allegedly breaching party (the “Accused Party”) withprompt written notice of the alleged breach (such notice, the “Notice of Alleged Breach”);          (ii) the Accused Party shall have thirty (30) days following its receipt of such Notice ofAlleged Breach to either cure or deny such alleged breach;          (iii) in the event that the Accused Party fails to either cure or deny such alleged breachwithin such thirty (30) day period, or if the parties disagree that such breach has occurred,members of each party’s senior management shall meet within sixty (60) days of the Accused Partyreceiving such Notice of Alleged Breach to discuss the alleged breach and negotiate in good faith aresolution to the alleged breach;          (iv) in the event that the members of each party’s senior management fail to negotiate in goodfaith a resolution to the alleged breach within such sixty (60) day period, the parties shallsubmit the dispute to mediation by the American Arbitration Association (“AAA”), such mediation toconclude no later than ninety (90) following the Accused Party’s receipt of such Notice of AllegedBreach; and,          (v) in the event that the parties fail to resolve the dispute by mediation within such ninety(90) day period, the Offended Party may file a lawsuit seeking damages and
 

 
*Confidential Information of the Parties*equitable relief, provided that in no event shall it be entitled to any equitable relief priorto the rendering of a final judgment upholding the Offended Party’s allegation of such breach(e.g., it shall not be entitled to preliminary injunctions, temporary restraining orders, etc.).Each party hereby waives any right it may otherwise have to preliminary equitable relief (e.g.,preliminary injunctions, temporary restraining orders, etc.) and/or any right it may otherwise haveto seek such preliminary equitable relief, and except to the extent that it strictly complies withthe foregoing protocol during such five (5) year period, each party hereby waives any right it mayotherwise have to equitable relief of any kind and/or any right it may otherwise have to seek suchequitable relief.          (b) As of the fifth anniversary of the Effective Date, in the event that either party is inbreach and/or allegedly in breach of the licenses set forth in this Section 2.1 and 2.2 and/or anyother provision contained in this Agreement, the other party acknowledges and agrees that in noevent shall it be entitled to any equitable relief of any kind (including preliminary equitablerelief, equitable relief rendered after final judgment, injunctions of any kind, and/or any otherprohibitions) that may in any way limit and/or interfere with the other party’s exercise of itsirrevocable licenses set forth in Sections 2.1 and 2.2, and each party hereby waives any right itmay otherwise have to any such equitable relief and/or any right it may otherwise have to seek suchequitable relief.**3. Delivery and Acceptance.**The delivery and acceptance of the parties’ respective Deliverablesshall be performed by the parties in accordance with the process and criteria set forth in ExhibitA.**4. Support and Maintenance.**The parties shall provide support, maintenance, and training servicesin accordance with the terms and conditions set forth in Exhibit D.**5.** **Consideration.****5.1** **Fees.**          (a) In consideration for the delivery of the Sunplus Deliverables and the granting of theassociated licenses, SIMG will pay Sunplus USD 35,000,000 (exclusive of any taxes) in accordancewith the following milestone schedule:               (i) USD 10,000,000 shall be due upon the mutual execution of the Agreement and payablefourteen (14) days thereafter;               (ii) USD 5,000,000 shall be due upon the completion of Milestone 4 as set forth in the SunplusDelivery Schedule contained in Section 1 of Exhibit A (i.e., SIMG’s acknowledgment of thecompletion of the delivery by Sunplus of each and every Sunplus Deliverable) and payable sixty (60)days thereafter;               (iii) USD 7,500,000 shall be due upon the completion of Milestone 5 as set forth in theSunplus Delivery Schedule contained in Section 1 of Exhibit A (i.e., the acceptance by SIMG of eachand every Sunplus Deliverable) and payable sixty (60) days thereafter;
 

 
*Confidential Information of the Parties*               (iv) USD 5,000,000 shall be due upon the determination that, in accordance with Section 3.2 ofthe Partnership Agreement and using mutually agreed upon procedures, documentation, andcheck-lists, the SiI8500 complies with the applicable portions of the unamended ProductSpecifications (i.e., as it appears in the Partnership Agreement) and payable sixty (60) daysthereafter; and,               (v) USD 7,500,000 shall be due upon the earlier of (i) the parties’ mutual agreement that, inaccordance with Section 3.4(b) of the Partnership Agreement and using mutually agreed uponrelease-to-production procedures, documentation, and check-lists, the SiI8500 complies with themutually agreed upon RTP Specifications (as defined in the Partnership Agreement) and payable sixty(60) days thereafter or (ii) April 1, 2008 and payable sixty (60) days thereafter.          (b) In consideration for the delivery of the SIMG Deliverables and the granting of theassociated license, Sunplus will pay Silicon Image USD 5,000,000 (exclusive of any taxes), suchamount to be due upon the completion of the delivery and acceptance of the SIMG Deliverables inaccordance with Section 3 of the Agreement and payable sixty (60) days thereafter.          (c) In consideration for the fulfillment of Sunplus’ support and maintenance obligations setforth in Section 4 of the Agreement, SIMG will pay Sunplus USD 5,000,000 (exclusive of any taxes)over the Support and Maintenance Period. Such amount shall be paid in equal installments on aquarterly basis over such period. Sunplus shall invoice SIMG for each such installment within theapplicable quarter and SIMG shall pay such installment within sixty (60) days of its receipt ofsuch invoice.          (d) Except as expressly stated in this Agreement or otherwise mutually agreed in writing, eachparty will be solely responsible for and will pay any and all costs and expenses incurred by thatparty under this Agreement. Unless expressly provided otherwise in this Agreement (including anyexhibit hereto), all amounts are stated in and are payable only in United States dollars inaccordance with the due dates(s) specified above. Interest will accrue on any delinquent amounts(not paid by the specified due date) owed by one party to the other at a rate equal to one percent(1.0%) per month or the maximum rate permitted by applicable law, whichever is lower.     **5.2 Term Extension of Strategic Relationship Agreement.**The parties will extend the term ofthat certain Strategic Relationship Agreement between the parties dated June 28. 2003 (currentlyscheduled to expire on June 28, 2007) to June 28, 2008.**6. Warranties.**     **6.1 By SIMG.**SWIG represents and warrants to Sunplus that (i) SIMG has full corporate powerto enter this Agreement and to carry out its obligations hereunder, (ii) to the knowledge of SIMGat the time of delivery, its Deliverables and work product delivered hereunder to Sunplus do notinfringe any third party Intellectual Property Right, (iii) to the knowledge of SIMG as of theEffective Date, the list set forth in Section 2.4 and Exhibit C is complete, correct, and notDeficient (as defined in Section 2.4), (iv) any and all services
 

 
*Confidential Information of the Parties*provided by it hereunder, including but not limited to any and all support, training, andmaintenance services, shall be provided in a professional and workmanlike manner, such manner toequal or exceed the industry standard, and (v) the SIMG Licensed Subject Matter shall comply with amutually agreed upon technical specification.     **6.2 By Sunplus.**Sunplus represents and warrants to SIMG that (i) the Sunplus Deliverablesshall comprise, at a minimum, any and all technology and associated documentation included inand/or necessary to make operable a production version of the SiI8500 (i.e., a version of theSiI8500 that the parties, in accordance with Section 3.2 of the Partnership Agreement, havemutually agreed complies with the unamended Product Specifications (i.e., as it appears in thePartnership Agreement) as supplemented with a mutually agreed upon chip functional specification),including but not limited to any and all source code, schematics, and deliverables needed for thedesign, verification, and implementation of the SiI8500 as well as any and all related microcode,firmware, development tools, verification environments, emulation platforms and tools that areincorporated within and/or used by such integrated circuit, (ii) Sunplus has full corporate powerto enter this Agreement and to carry out its obligations hereunder, (iii) to the knowledge ofSunplus at the time of delivery, its Deliverables and work product delivered hereunder to SIMG donot infringe any third party Intellectual Property Right, (iv) to the knowledge of Sunplus as ofthe Effective Date, the list set forth in Section 2.4 and Exhibit C is complete, correct, and notDeficient (as defined in Section 2.4), and (v) any and all services provided by it hereunder,including but not limited to any and all support, training, and maintenance services, shall beprovided in a professional and workmanlike manner, such manner to equal or exceed the industrystandard. In the event that Sunplus breaches the warranty set forth in (i) above, it shall inaddition to all other remedies available to SIMG, immediately deliver to SIMG any and all materialsrequired to place Sunplus in compliance with such warranty.     **6.3 Warranty Disclaimer.**EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, EACH PARTYHEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANYIMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.**7. Indemnification and Patent Cooperation.**     **7.1 Intellectual Property Indemnification.**For the seven (7) year period following theEffective Date, each party will, at its expense, defend, indemnify and hold the other partyharmless from and against any liability, cost or expense (including reasonable attorneys’ fees andcourt costs) arising out of or resulting from any claim, suit or other proceeding in which it isalleged that the Licensed Subject Matter, in whole or part and excluding the Third PartyComponents, licensed hereunder to such other party infringes any Intellectual Property Rights ofany third party, provided that the foregoing obligation shall be deemed null and void with respectto any Intellectual Property Rights of third party Standards Bodies established after the EffectiveDate. As a condition of such defense and indemnification, the indemnified party will provide theindemnifying party with prompt written notice of the claim and permit the indemnifying party tocontrol the defense, settlement, adjustment or compromise of any such claim. The indemnifying partywill have no obligations under this Section 7.1 to the extent that any such claim, suit or otherproceeding arises from (i) modifications to the Licensed Subject Matter that were not
 

 
*Confidential Information of the Parties*developed by or at the direction of the indemnifying party, (ii) use of the Licensed SubjectMatter in combination with technology, software, data or equipment not provided by the indemnifyingparty, if the infringement would not have occurred but for such combination, or (iii) use of theLicensed Subject Matter after notice of any alleged or actual infringement from the indemnifyingparty or any appropriate authority. In the event that during such seven (7) year period, eitherparty’s use of the Licensed Subject Matter licensed to it by the other party is, or in its opinionis likely to be, enjoined due to the type of claim specified in this Section 7.1, then the otherparty, at its sole option and expense, may (i) procure for the licensed party a license to continueusing the Licensed Subject Matter in accordance with the terms of this Agreement, or (ii) modifythe allegedly infringing item to avoid the infringement, without materially impairing thefunctionality of the Licensed Subject Matter.     **7.2 Breach of Warranty.**Each party hereby agrees to indemnify and hold harmless the otherparty, its officers, directors, employees from any and all claims, losses, liabilities, damages,expenses, and costs (including attorneys’ fees and court costs) arising from any and all breachesby it of the warranties set forth in Section 6.     **7.3 Sole Remedy.**THE FOREGOING, IN ADDITION TO THE REMEDIES SET FORTH IN SECTIONS 2.4 AND6.2, ARE EACH PARTY’S SOLE AND EXCLUSIVE OBLIGATIONS, AND THE OTHER PARTY’S SOLE AND EXCLUSIVEREMEDIES, WITH RESPECT TO A BREACH OF ITS WARRANTIES SET FORTH IN SECTION 6 AND/OR INFRINGEMENT ORMISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.     **7.4 Patent Cooperation.**In the event that during the seven (7) year period following theEffective Date one or more third party(s) (each a “Claimant”) claims or files suit and/or initiatesany other proceeding against either party (the “Defendant”) in which it alleges that the LicensedSubject Matter, excluding the Third Party Components, licensed hereunder from the other party (the“Licensor”) infringes one or more patents owned by or exclusively licensed to Claimant, thenDefendant shall notify Licensor in writing of the identity of Claimant and the substance of theallegation of infringement or of the proceeding initiated against Defendant. The parties shall thenwork in good faith to determine whether there is a basis for forming a good faith belief that theClaimant is infringing one or more of Licensor’s patents (“Licensor’s Patents”). In the event thatthe parties disagree that there is a basis for forming such a belief, the parties shall submit thematter to a third party arbiter mutually agreed upon by the parties (e.g., a respected andqualified law firm) in order to make such a determination. In the event that the parties agree inwriting that there is a basis for forming such a belief or if such third party arbiter determinesin writing that there is a basis for forming such a belief, Defendant shall have the option, uponwritten notice to Licensor, to institute a lawsuit against the Claimant for infringement of theLicensor Patents at its own expense, in which event Defendant will be entitled to control suchlawsuit and to receive one hundred percent (100%) of any damages, settlement or other monies(including royalties) recovered as a result of such lawsuit, provided however, that (i) neitherparty shall settle such lawsuit without the advance written consent of the other party to the termsof the settlement, which consent will not be unreasonably withheld, (ii) neither party shall havethe right to grant Claimant a license or covenant not to sue under the Licensor Patents, butLicensor shall do so to the extent a license or covenant not to sue forms a term of a settlement towhich the parties have consented, and (iii) Licensor may elect to have
 

 
*Confidential Information of the Parties*counsel of its own choosing participate at Licensor’s expense in such lawsuit and may at itsoption elect to assume control over any portion of the lawsuit involving a challenge to thevalidity of any of the Licensor Patents, Licensor agrees to join as a plaintiff in any lawsuitinstituted by Defendant in accordance with this Section 7.4 to the extent required to securejurisdiction for such lawsuit. Notwithstanding the foregoing, in no event shall Licensor becompelled under this Section 7.4 to (i) breach any covenants-not-to-sue that it has agreed upon inwriting with Claimant prior to the date of such claim, suit, or other proceeding and/or (ii)materially damage any significant business relationship that it has established with Claimant priorto the date of such claim, suit, or other proceeding, provided that Licensor shall bear the burdenof proving the existence of either or both of the foregoing exceptions. Furthermore, as of the dateLicensor receives notice from Defendant of such claim, suit, or other proceeding, it shall not forthe duration of any determinations and/or legal actions occurring under this Section 7,4 grantClaimant a license to and/or under the Licensor’s Patents and/or assign one or more of theLicensor’s Patents to Claimant without the express written consent of Defendant.**8. Confidential Information.**     **8.1 Definition.**“Confidential Information” means (i) the source code portions of the otherparty’s Deliverables and/or Licensed Subject Matter, and (ii) any business or technical informationof Sunplus or SIMG, including without limitation any information relating to Sunplus’ or SIMG’sproduct plans, designs; costs, product prices and names, finances, marketing plans, businessopportunities, personnel, research, development or know-how that is designated in writing by thedisclosing party as “confidential” or “proprietary” at the time of disclosure or, if orallydisclosed, is reduced to writing by the disclosing party within thirty (30) days of suchdisclosure.     **8.2 Exclusions.**Confidential Information will not include information that: (i) is in orenters the public domain other than through the fault of the receiving party; (ii) was demonstrablyin possession of the receiving party prior to first receiving it from the disclosing party; (iii)is developed by the receiving party independently without use of or access to ConfidentialInformation of the disclosing party; (iv) is obtained by the receiving party from a third partywithout restriction on disclosure and without breach of a nondisclosure obligation; or (v) isdisclosed with the prior written consent of the disclosing party.     **8.3 Use and Disclosure Restrictions.**Each party will use the other party’s ConfidentialInformation only as reasonably required to exercise its rights and perform its obligations underthis Agreement. For a period of seven (7) years from the Effective Date (the “ConfidentialityPeriod”) and except as otherwise set forth herein, each party will refrain from disclosing theother party’s Confidential Information to any third party except to employees and consultants as isreasonably required in connection with the exercise of its rights and obligations under thisAgreement (and only subject to binding use and disclosure restrictions at least as protective asthose set forth herein executed in writing by such employees and consultants). During theConfidentiality Period, each party will take all reasonable measures to maintain theconfidentiality of all such Confidential Information, but not less than the measures it uses forits Confidential Information of similar importance. However, each party may disclose ConfidentialInformation of the other party: (i) pursuant to the order or requirement of a court, administrativeagency, or other governmental body, provided that the party subject to such order gives
 

 
*Confidential Information of the Parties*reasonable notice to the other party to contest such order or requirement; and (ii) on aconfidential basis to legal or financial advisors. Notwithstanding anything to the contrary in thisAgreement, Sunplus acknowledges and agrees that it consents to and will not contest SIMG’sdisclosure of the existence and specific terms and conditions of this Agreement to the UnitedStates Securities and Exchange Commission (SEC) in association with SIMG’s filing of an 8-K reportof unscheduled material events with the SEC.     **8.4 Residuals.**Each party agrees that notwithstanding anything to the contrary containedherein, nothing in this Agreement shall limit or restrict the other party from using and/orimplementing in the ordinary course of its business any and all Residuals provided, derived and/ordeveloped in whole or in part by or on behalf of such other party, and. except as provided by theparty’s pre-existing and/or independently developed Intellectual Property Rights, such other partyshall not be limited or restricted with respect to any such Residuals. For purposes of thisAgreement, “Residuals” means ideas, concepts, or technology contained in information retained inthe unaided memory of a party’s employees with access to the Confidential Information of the otherparty, but does not include any such ideas, concepts, or technology deliberately memorized.**9. Limitations of Liability.**     **9.1 EXCLUSION OF DAMAGES.**EXCEPT FOR WILLFUL AND INTENTIONAL BREACHES OF SECTIONS 6 AND/OR 8AND/OR DAMAGES ARISING FROM WILLFULLY AND INTENTIONALLY OMITTING AN APPLICABLE STANDARDS BODYAND/OR ASSOCIATED STANDARD FROM THE LIST OF THIRD PARTY COMPONENTS SET FORTH IN EXHIBIT C, IN NOEVENT WILL EITHER PARTY BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANYCONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL,INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS ORSERVICES, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.     **9.2 TOTAL LIABILITY.**EXCEPT FOR (I) THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 7.2TO THE EXTENT THAT SUCH OBLIGATIONS ARISE FROM WILLFUL AND INTENTIONAL BREACHES OF THE WARRANTIESSET FORTH IN SECTION 6: (II) DAMAGES ARISING FROM WILLFUL AND INTENTIONAL BREACHES OF SECTIONS 2(INCLUDING BUT NOT LIMITED TO SECTION 2.5), 6, AND 8; AND, (III) INDEMNIFICATION OBLIGATIONS AND/ORDAMAGES ARISING FROM WILLFULLY AND INTENTIONALLY OMITTING AN APPLICABLE STANDARDS BODY AND/ORASSOCIATED STANDARD FROM THE LIST OF THIRD PARTY COMPONENTS SET FORTH IN EXHIBIT C: OVER, BEYOND,AND IN ADDITION TO ANY AND ALL PAYMENT OBLIGATIONS HEREUNDER, IN NO
 

 
*Confidential Information of the Parties******CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HAS BEENFILED WITH THE SECURITIES EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITHRESPECT TO THE OMITTED PORTIONS.**EVENT WILL A GIVEN PARTY’S TOTAL LIABILITY UNDER OR ARISING OUT OF THIS AGREEMENT EXCEED THEAMOUNTS RECEIVED BY IT HEREUNDER, PROVIDED THAT SUNPLUS’ TOTAL LIABILITY UNDER OR ARISING OUT OFSECTION 7.1 SHALL EXCEED [***] DOLLARS (USD [***]).     **9.3 BASIS OF BARGAIN.**THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WERE AND ARE ANEXPRESS PART OF THE BARGAIN BETWEEN THE PARTIES AND WERE THE BASIS FOR THE DETERMINATION OF THEFEES SET FORTH HEREIN.**10. Term and Termination.**     **10.1 Term.**This Agreement will commence on the Effective Date and will continue in full forceand effect until terminated in accordance with the terms of this Agreement.     **10.2 Termination for Cause.**Each party will have the right to terminate this Agreement if:(i) the other party breaches any material term or condition of this Agreement and fails to curesuch breach within thirty (30) days after written notice; (ii) the other party becomes the subjectof a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency,receivership, liquidation, or composition for the benefit of creditors; or (iii) the other partybecomes the subject of an involuntary petition in bankruptcy or any Involuntary proceeding relatingto insolvency, receivership, liquidation, or composition for the benefit of creditors, if suchpetition or proceeding is not dismissed within sixty (60) days of filing.     **10.3 Nonexclusive Remedy.**Termination of this Agreement by either party will be anonexclusive remedy for breach and will be without prejudice to any other right or remedy of suchparty.     **10.4 No Damages for Termination.**Neither party will be liable to the other for damages of anytype solely as a result of terminating this Agreement in accordance with its terms.     **10.5 Survival.**Upon termination or expiration of this Agreement for any reason, Sections 1,2.1 through 2.3, 2.5, 6, 7, 8, 9, 10.3 through 10.5, and 11 will survive.**11. Miscellaneous.**     **11.1 Governing Law and Disputes.**This Agreement will be governed by and construed inaccordance with the laws of the State of California without regard to or application of conflictsof law rules or principles, and expressly excluding the United Nations Convention on Contracts forthe International Sale of Goods. Any legal action arising under this Agreement will
 

 
*Confidential Information of the Parties*be brought solely in the federal or state courts of the Northern District of California, andboth parties hereby irrevocably consent to the exclusive jurisdiction and venue thereof.     **11.2 Compliance with Laws.**Each party agrees to comply in all material respects with allapplicable laws, rules, and regulations in connection with its activities under this Agreement.     **11.3 Export Administration Act and Related Laws.**Each party shall be responsible for beingknowledgeable as to all laws, regulations, and requirements regarding the export, re-export,transfer, diversion, release and/or import of the Licensed Subject Matter and any other items(whether tangible or intangible, including without limitation commodities, software, technology,and technical data) that such party may receive or access under this Agreement, including withoutlimitation the Deliverables. Each party, at its cost, agrees to conduct all activities andobligations under this Agreement in conformity with such laws, regulations and requirements. Inaddition, each party understands and agrees that the Licensed Subject Matter and Deliverables shallnot, in the absence of authorization by United States and local law and regulations, as required,be used by or exported or re-exported to (i) any United States sanctioned or embargoed country, orto foreign nationals or residents of such countries; or (ii) any person, entity, organization orother party identified on the United States Department of Commerce’s Denied Persons or EntityLists, the United States Department of Treasury’s Specially Designated Nationals or Blocked PersonsLists, or the Department of State’s Debarred Parties List, as published and revised from time totime; (iii) any party engaged in nuclear, chemical/biological weapons or missile proliferationactivities; or (iv) any party for use in the design, development, or production of rocket systemsor unmanned air vehicles. Each party warrants and represents that it is not (i) a person, entity,organization or other party identified on the United States Department of Commerce’s Denied Personsor Entity List, the United States Department of Treasury’s Specially Designated Nationals orBlocked Persons Lists, or the Department of State’s Debarred Parties List, as published and revisedfrom time to time.     **11.4 Severability.**If for any reason a court of competent jurisdiction finds any provision ofthis Agreement invalid or unenforceable, that provision of the Agreement will be enforced to themaximum extent permissible and the other provisions of this Agreement will remain in full force andeffect.     **11.5 Assignment.**Except as explicitly set forth herein, neither party may assign its rightsor delegate its obligations under this Agreement, in whole or in part, without the other’s priorwritten consent. Any attempted assignment or delegation, including by operation of law, withoutsuch consent, will be void and constitute a material breach of this Agreement. Subject to theforegoing. the rights and obligations of the parties will bind and inure to the benefit of theparties’ respective successors and permitted assigns. Notwithstanding the’ foregoing, each partymay assign this Agreement in its entirety without such consent (i) to the controlling or mergedentity the event that such party experiences a change of control, (ii) to the purchaser in theevent of a sale of all or substantially all of such party’s assets, and/or (in) to the purchaserupon the sale of a business unit, division, and/or product line(s) associated with this Agreement,where “control” means the power, whether through the ownership of stock, by contract, or otherwise,to elect or appoint 50% or more of the members of the board of directors of an entity or, in the
 

 
*Confidential Information of the Parties*absence of a board of directors, 50% or more of the persons constituting a governing body ofsuch entity exercising similar functions.     **11.6 Waiver and Modification.**Failure by either party to enforce any provision of thisAgreement will not be deemed a waiver of future enforcement of that or any other provision. Anywaiver, amendment or other modification of any provision of this Agreement will be effective onlyif in writing and signed by duly authorized representatives of the parties.     **11.7 Notices.**All notices, consents and other communications required or permitted to begiven under this Agreement will be in writing and delivered by confirmed facsimile transmission, bycourier or overnight delivery service, or by certified mail, and in each instance will be deemedgiven upon receipt. All notices, consents and communications will be sent to the addresses setforth below or to such other address as may be specified by either party to the other in accordancewith this section.   To Sunplus: To SIMG:Sunplus Technology Co., Ltd. Silicon Image, Inc.19, Innovation First Road, 1060 East Arques Ave.Hsinchu Science Park, Sunnyvale, California 94085Taiwan 300, R.O.C. Attn: Legal CounselAttn: Legal Department       **11.8 Relationship of Parties.**The parties to this Agreement are independent contractors andthis Agreement will not establish any relationship of partnership, joint venture, employment,franchise, or agency between the parties. Neither party will have the power to bind the other orincur obligations on the other’s behalf without the other’s prior written consent.     **11.9 No Third Party Beneficiaries.**Unless otherwise expressly provided, no provisions of thisAgreement are intended or will be construed to confer upon or give to any person or entity otherthan SIMG and Sunplus any rights, remedies or other benefits under or by reason of this Agreement.     **11.10 Entire Agreement.**This Agreement and its Exhibits are the complete and exclusiveagreement between the parties with respect to the subject matter hereof, superseding and replacingany and all prior and contemporaneous agreements, communications, and understandings (both writtenand oral) regarding such subject matter, In the event of a conflict between this Agreement and itsExhibits, the Agreement shall supersede the Exhibits to the extent of such conflict.     **11.11 Counterparts.**This Agreement may be executed in counterparts, each of which will bedeemed an original, but both of which together will constitute one and the same instrument.**THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK**
 

 
     WHEREOF, the parties have caused this Agreement to be executed as of February 5, 2007(“Effective Date”) by their duly authorized representatives.       **Silicon Image, Inc.** **Sunplus Technology Co., Ltd.**       By: /s/ Steve Tirado By: /s/ Chou-Chye Huang        Name: Steve Tirado Name: Chou-Chye Huang        Title: CEO Title: CEO        Date Signed: 2/5/07 Date Signed: 2/6/07        
 

 
**Exhibit A****Delivery and Acceptance of Sunplus Deliverables****1. Delivery and Acceptance Schedule.****Sunplus Delivery Schedule**     **Milestone**    **Number** **Date** **Milestone**     1 2/5/07 Effective Date     2 2/19/07 delivery by Sunplus of preliminary Deliverables(SiI8500) (as of 2/10/07) source versions of thefollowing: RTL, test bench, implementation, andsoftware drivers, as well as any associateddocuments)     3 5/5/07 delivery by Sunplus of all Deliverables     4 5/19/07(orconclusion ofExtension Period) confirmation by SIMG that all Deliverables received     5 n/a confirmation by SIMG that all Deliverables comply