Amendment Two to TLA Annex 1



 Exhibit 10.73 
 *** Text Omitted and Filed Separately 
 Confidential Treatment Requested 

Under 17 C.F.R. §§ 200.80(b)(4) 
 and 240.24b-2 
  

					
	01 October, 2010	 	CONFIDENTIAL	 	LEC-LTR-16599-V3.0

 This amendment (“Amendment Two”) is effective from the 5 day of Oct 2010 (“Effective
Date”) 
 BETWEEN 

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

and 
 APPLIED MICRO CIRCUITS CORPORATION
whose principal place of business is situated at 215 Moffett Park Drive, Sunnyvale, CA 94089 (“AMCC”). 
 WHEREAS

  

	A.	This Amendment Two refers to and amends the terms and conditions of the Annex 1 for the ARM v8-A Architecture, document number LEC-ANX-02052 effective
July 14, 2010 between ARM and AMCC, as amended by Amendment One effective August 17, 2010 (the “ARM v8 Annex”), which forms part of and is incorporated into the Technology License Agreement document number LEC-TLA-00606
entered into between the parties on March 31, 2009, as amended (the “TLA”). 

  

	B.	The parties wish to add certain ARMv7 architecture deliverables to the ARM v8 Annex. 

 NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereby agree as follows: 

 

	 	1.	All definitions contained in the ARM v8 Annex and TLA shall have the same meanings and apply to this Amendment Two. 


 

	 	2.	In Section 1 Subsection 2 of the ARM v8 Annex, add the following new deliverables to Part B: 


PART B ARCHITECTURE VALIDATION 
  

							
	 Part Number
	  	 Description
	  	 Disclosure Rights
	  	 Delivery Date

	[...***...]	  	[...***...]	  		  	
				
		  		  	[...***...]	  	[...***...]
				
	[...***...]	  	[...***...]	  		  	
				
		  		  	[...***...]	  	[...***...]
				
	[...***...]	  	[...***...]	  		  	
				
		  		  	[...***...]	  	[...***...]
				
	[...***...]	  	[...***...]	  		  	
				
		  		  	[...***...]	  	[...***...]


  

					
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Confidential Treatment Requested 
 Under 17 C.F.R. §§ 200.80(b)(4) 
 and 240.24b-2 

 



					
	01 October, 2010	 	CONFIDENTIAL	 	LEC-LTR-16599-V3.0

  


							
				
	[...***...]	  	[...***...]	  		  	
				
		  		  	[...***...]	  	[...***...]

  

	(*)	solely to the Designer identified as Veloce Technologies, Inc. Disclosure of the AVS is not permitted to any other Designer or third party. 


 

	 	1.	In Section 2 of the ARM v8 Annex, revise Clause 16 by replacing the period at the end of subsection (viii) with “; and” and adding the
following new subsection (ix): 

 [...***...] 

 

	 	2.	In Section 2 of the ARM v8 Annex, revise Clause A.21 by adding “and Section 1 Subsection 2 Part B” after the words “Section 1
Subsection 1 Part B”. 

  

	 	3.	In Section 2 of the ARM v8 Annex, add the following new Clause A.46: 


 

	A.46  [...***...]	

  

	 	4.	In Section 2 of the ARM v8 Annex, the last two sentences of Clause B.2 (“License Restrictions”) are deleted and replaced in their entirety with
the following: 

 [...***...]LICENSEE shall discontinue any and all use of the ARM v7 AVS, and destroy all copies of the
ARMv7 AVS in its possession, no later than the first anniversary of the Effective Date of Amendment Two.” 
  

	 	5.	Add the following new Clause L to the ARM v8 Annex: 

  

	L.	Separate Files 

  

	L.1	The ARMv7 AVS is supplied with, and uses, third party software or materials which are identified in Section 11 and which are governed by their own separate licence
agreements (together “Separate Files”). LICENSEE hereby agrees that in respect of any use of the Separate Files LICENSEE shall comply with the terms and conditions which relate to the relevant Separate Files.


  

	L.2	The Separate Files are provided “AS IS” and ARM expressly disclaims all representations, warranties, conditions or other terms, express or implied, including
without limitation the implied warranties of non- infringement, satisfactory quality, and fitness for a particular purpose. The provisions of Clauses 7, 10.2, 11.1 and 12 of the TLA shall not apply to the Separate Files. 


 

	 	6.	Add the following new Section 11 to the ARM v8 Annex: 

 SECTION 11 – SEPARATE FILES AND APPLICABLE THIRD PARTY TERMS 
 [...***...]

  

	*	To the extent ARM is obliged to do so, ARM hereby offers to supply the files in source code form, subject to the terms of the GNU Lesser General Public Licence, upon
request. This offer is valid for [...***...] from the date of your acceptance of this Licence. 

  

	 	7.	Except as specifically modified herein, all the terms and conditions of the ARM v8 Annex shall remain in full force and effect. 


  

					
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 *** Text Omitted and Filed Separately 

Confidential Treatment Requested 
 Under 17 C.F.R. §§ 200.80(b)(4) 
 and 240.24b-2 

 



					
	01 October, 2010	 	CONFIDENTIAL	 	LEC-LTR-16599-V3.0

  

 IN WITNESS WHEREOF the parties have caused this Amendment Two to be executed by their duly
authorized representative: 
  

									
	ARM LIMITED	 		 	APPLIED MICRO CIRCUITS CORPORATION
					
	BY	 	 /s/
	 		 	BY	 	 /s/

					
	NAME	 	 Philip David
	 		 	NAME	 	 [...***...]

					
	TITLE	 	 General Counsel
	 		 	TITLE	 	 [...***...]

					
	DATE	 	 06/10/2010
	 		 	DATE	 	 10/01/10



  

					
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