Amendment No. 1 to the Statement of Work



 Exhibit 10.13.3.1 

AMENDMENT 1 TO 
 STATEMENT OF WORK 
 UNDER THE MASTER DEVELOPMENT AND SUPPLY AGREEMENT

 [*****] 
 [*****] SOW 
 This Amendment One (this
“Amendment”) to the [*****] SOW, dated
March 26, 2010 (“[*****] SOW”) under the Master Development and Supply Agreement [*****] (the “Agreement”), dated August 6, 2008, is entered into by Apple Inc. (“Apple”) and Audience, Inc.
(“Company”) and effective as of March 6, 2012 (“Effective Date”). 
 All
capitalized terms not otherwise defined herein shall have the same meanings as in the Agreement or the [*****] SOW, as applicable. 
  

	 	 1.
	 Definition. The definition of “Shipped” as set forth in the [*****] SOW is hereby replaced in its entirety by the following:



 “Shipped” – a Licensee Product shall be deemed “Shipped”
after such Licensee Product is [*****] sold to a [*****]. 
  

	 	 2.
	 Royalty. 


  

	 	 (a)
	 Section 6.2 “Royalty” in the [*****] SOW is replaced in its entirety by the following: 



 

	 	 (a)
	 The license grant set forth in Section 2.1 and Section 2.2 shall be subject to payment by Licensee of the applicable
Royalty (defined below) for each Licensee Product: (1) that is Shipped; (2) that contains a [*****]; and (3) that is either (a) [*****] [*****], or (b) a product other than [*****] [*****], wherein some portion of the
[*****] has been activated for use by the end user (“Enabled”). Such royalties shall be net of any units of Licensee Products that are [*****] and not subsequently [*****] and shall be paid in the amount(s) set forth in Attachment
3 (“Royalty”). The Royalty will be payable quarterly within [*****] days after the end of each Licensee fiscal quarter. 



 

	 	 (b)
	 Subject to subsection (a) above, the applicable Royalty rate set forth in Attachment 3 is payable for each instance of (i) the [*****],
and/or (ii) Software Deliverables included in a Licensee 


  

[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions. 

  
 1 









	 	
Product. Such Royalty rate shall be payable on the [*****] of Licensee Products described in this Section 6.2 (“[*****]”). For the purposes of calculating the [*****], only
the Licensee Products incorporating the versions of the Licensed Deliverables delivered pursuant to this [*****] SOW, including Updates, shall be counted, but shall exclude any Upgrades unless mutually agreed in writing by the parties. By way of
example, if the Software Deliverables are modified, other than to correct any Error, to a) support a non-trivial change in the [*****] affecting audio acoustics, such as an increase/decrease in the number of microphones or a change in the location
of a microphone, or b) enhanced to include additional software features in an applicable device following release of the final software deliverable in excess of the requirements set forth in the PRD, then the Licensee Product containing such
modified software shall not be counted for the purposes of the [*****]. 

  

	 	 (c)
	 The Royalty Amount set forth in Attachment 3 is hereby replaced by the following: 



 

					
	 [*****]
	  	 # Units of
Licensee
 Products
	  	 Royalty Rate/Unit of
 Licensee Product

	 [*****]
 Deliverables
	  	 [*****]

 
 [*****]
	  	 $[*****]

 
 $[*****]

	 [*****]
 Deliverables
	  	 [*****]

 
 [*****]

 
 [*****]
	  	 $[*****]

 
 $[*****]

 
 $[*****]



  

	 	 3.
	 All references in the [*****] SOW to Section 0 are hereby replaced with references to Section 2.1. 



 

	 	 4.
	 Entire [*****] SOW. This is a written amendment of the Agreement and the [*****] SOW pursuant to Section 17 of Attachment 2 to
the Agreement. Except as amended by this Amendment, all other terms and conditions of the Agreement and the [*****] SOW shall remain in full force and effect. To the extent the terms and conditions of this Amendment conflict with the [*****] SOW or
the Agreement, the terms of this Amendment will govern with respect to the subject matter hereof. 


  

 
 [*****] Certain
portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 

  
 2 








  

					
			
	 Accepted and Agreed to:
	  		  	
			
	 Audience Inc.
	  		  	 Apple Inc.

			
	 By: _/s/ Peter
Santos                      
	  		  	 By: _/s/ Tim
Butzow                           

			
	 Name: _Peter
Santos                      
	  		  	 Name: _Tim
Butzow                           

			
	 Title: _President & CEO              
	  		  	 Title: _Director,
GSM                          

			
	 Date:
_3.14.12                              
	  		  	 Title: _Director,
GSM                        

			
	 Email:
                                         
   
	  		  	 Date:
_March 14, 2012                      

			
		  		  	 Email:
                                         
       

			
		  		  	 Apple [*****]

			
		  		  	 By: __/s/
[*****]                                

			
		  		  	 Name:
_[*****]                                

			
		  		  	           Senior Director

		  		  	 Title: _WW Operations Finance__

			
		  		  	 Date:
_3/15/12                                

			
		  		  	 Email:
                                         
   


  
 Signature Page to 

AMENDMENT 1 TO STATEMENT OF WORK 
 UNDER THE MASTER DEVELOPMENT AND SUPPLY AGREEMENT 
 [*****] 

[*****]
 SOW 
  

 
 [*****] Certain
portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 

  
 3