exv10w2



 




Exhibit 10.2



Tvia, Inc. (Hefei) Co., Ltd.




and




MediaTek Inc. China




 





ASSETS TRANSFER AGREEMENT




 






 









 








ASSETS TRANSFER AGREEMENT



THIS ASSETS TRANSFER AGREEMENT (the “Agreement”) is made and entered into on November 30, 2007 by
and between:



Tvia, Inc. (Hefei) Co., Ltd., a wholly foreign-owned company duly established and validly existing
under the laws of the People’s Republic of China having its legal address at Software Park, Hefei
National New & High Technology Industrial Development Zone (“Tvia”); and



MediaTek Inc. China, a wholly foreign-owned company duly established and validly existing under the
laws of the People’s Republic of China having its legal address at Tower B, Software Research
Centre, Information Industry Base, No. 622 Huangshan Road, Hefei, Anhui Province (“MediaTek”).



Tvia and MediaTek are referred to in this Agreement collectively as the Parties, and individually
as a Party.




WHEREAS





	(A)	 	Tvia has legal ownership and use right of certain equipment;
	 
	(B)	 	Tvia wishes to transfer to MediaTek and MediaTek wishes to acquire the equipment owned by
Tvia, upon the terms and subject to the conditions set out below.




NOW, THEREFORE, the Parties agree as follows:




ARTICLE I



The following terms as used in this Agreement shall have the meanings set forth below:



Assets shall mean certain equipment used by Tvia in its business operation, including (i) the
equipment set forth in Schedule 1, (ii) the duty-free equipment beyond the customs control period
set forth in Schedule 2.1, (iii) the duty-free equipment within the customs control period set
forth in Schedule 2.2, and (iv) the sets of personal computers of the transferred employees set
forth in Schedule 4 (which may be partially or wholly waived by MediaTek).



Handover Date shall mean the latter of November 30, 2007 and the date designated by MediaTek in a
written Notice on which Tvia transfers, delivers and hands over the Assets and titles thereto to
MediaTek in accordance with this Agreement.



Encumbrance shall mean any mortgage, pledge, lien, option, restriction, right of first refusal,
right of pre-emption, third party right or interest, any other encumbrance or security interest of
any kind, and any other type of preferential arrangement (including, without limitation, title
transfer and retention arrangements) having a similar effect.




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Execution Date shall mean the date when this Agreement is signed by the Parties.



Rights and Interests shall mean all approvals, permits, consents, licenses, and ownership rights
relating to the Assets and maintenance data in connection with the Assets.



Title Documents shall mean the title documents, government franchises, consents, permissions,
approvals, authorizations, registrations and certificates, and the purchase contracts, invoices,
receipts for payment, etc., pertaining to the ownership of, or the relevant rights and interests
of, and regarding the ownership, maintenance and repair of each of the Assets.



Notice shall have the meaning under Article 4.1.9 of this Agreement.




ARTICLE II





	2.1	 	Transfer of Assets






	 	2.1.1	 	Pursuant to the terms and conditions of this Agreement, Tvia shall transfer
and deliver the Assets and the titles thereto, inclusive of all warranties in respect
of any of the Assets, free of any Encumbrance, in full to MediaTek on the Handover
Date. For the avoidance of doubt, MediaTek may waive in writing the transfer of all or
part of the sets of personal computers of the transferred employees set forth in
Schedule 4.
	 
	 	2.1.2	 	In order to ensure the successful transfer of the Assets under this Agreement
on the Handover Date, Tvia shall be responsible for carrying out the approval
formalities with regard to the duty-free equipment beyond the customs control period
set forth in Schedule 2.1 and the duty-free equipment within the customs control period
set forth in Schedule 2.2 with relevant governmental authorities (including, without
limitation, the customs), and pay the relevant taxes and duties (if required) within
ten (10) days after the Execution Date. MediaTek shall provide necessary assistance in
the aforesaid formalities.
	 
	 	2.1.3	 	If the Assets involve vehicles, Tvia shall be responsible for carrying out the
vehicle transfer registration and MediaTek shall provide necessary assistance.
	 
	 	2.1.4	 	In consideration of Tvia’s transfer of the Assets, MediaTek shall
 pay a price
in RMB equivalent to USD 300,000 (the “Transfer Price”). The exchange rate between RMB
and USD shall be calculated based on the applicable base rate publicized by the
People’s Bank of China on the Handover Date. The Transfer Price, shall be paid within
ten (10) days after Tvia’s transfer and deliver of the Assets on the Handover
 Date,
among which 85% of the Transfer Price (amounting to USD
255,000) shall be paid by
MediaTek to the account designated by Tvia
directly and the remaining 15% of the
Transfer Price (amounting to USD 45,000) shall be paid pursuant to Article 2.1.5 below.






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	 	2.1.5	 	The Parties agree that an Escrow Agreement in the form attached as Schedule 5,
or in the form otherwise agreed by the Parties (the “Escrow Agreement”) shall be
executed by the Parties within seven (7) days after execution of this Agreement. With respect
to the Transfer Price paid by MediaTek in
accordance with Article 2.1.4, 15% of the
Transfer Price (amounting to USD 45,000), being the escrow amount, shall be
deposited to the independent bank account provided by Tvia and recognised by
MediaTek, and shall be jointly supervised by the Parties pursuant to the Escrow
Agreement. The escrow period shall be six (6) months starting from the date of
payment. During such escrow period the escrow amount shall not be withdrawn without
joint signatures of the authorized representatives of both Parties. After expiry of
the escrow period and subject to the satisfaction of all the conditions precedent to
the release of the escrow amount under the Escrow Agreement, Tvia may use the escrow
amount, provided that MediaTek shall have the right to make appropriate deductions
from such escrow amount if Tvia breaches any obligations under this Agreement or
under the agreement otherwise entered into between the Parties with regard to the
employees of Tvia. If any of the conditions precedent to the release of the escrow
amount fails to be satisfied or waived by MediaTek at that time, the escrow amount
shall be repaid to MediaTek in full.
	 
	 	2.1.6	 	If any of the warranties or the service and maintenance contracts is not
capable of being assigned to MediaTek, Tvia shall hold the same for the benefit of
MediaTek and shall act in accordance with the instructions of MediaTek when there is a
claim arising therefrom.
	 
	 	2.1.7	 	In addition to the taxes and charges set forth in Article 3.1.12, each Party
shall pay PRC taxes and charges required by PRC law or in connection with the transfer
of the Assets to MediaTek under this Agreement.
	 
	 	2.1.8	 	Tvia shall be responsible for the risk and insurance in respect of the Assets
up to (including) the Handover Date. After the Handover Date, insurance covering the
Assets will be procured by MediaTek in its own name. With regard to the insurances set
forth in Schedule 3 of this Agreement, Tvia shall, before the Handover Date, notify the
insurers in writing of the transfer of the Assets in accordance with the relevant
provisions of the insurance contracts signed with the insurers and complete the
endorsement and change formalities. MediaTek shall provide necessary assistance.






	2.2	 	Title, Technical and Other Documentation
	 
	 	 	Tvia shall provide MediaTek on or before the Handover Date with all Title Documents, all
necessary technical documentation and certificates relating to each of the Assets,
including, without limitation, ownership certificates (specifying MediaTek as the owner of
the Assets which are free of any Encumbrance) related to the Assets. The Title Documents
shall reflect the transfer in accordance with the provisions of this Agreement of all of the
Assets to MediaTek and the registration of the ownership of all of the Assets in the name of
MediaTek.






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	2.3	 	Further Assurances
	 
	 	 	After the Handover Date, Tvia shall from time to time, at the request of MediaTek and
without further cost or expense to MediaTek, execute and deliver such other documents, and
take such other action as MediaTek may reasonably request, to implement the transactions
contemplated by this Agreement, and to vest in MediaTek good title to the Assets.
	 
	2.4	 	Operation of Business prior to the Handover Date






	 	2.4.1	 	Unless otherwise consented in writing by MediaTek in advance, Tvia shall at
all times from the Execution Date until the Handover Date operate the Business in the
ordinary course and not: (1) incur any obligation or liability (fixed or contingent)
which individually or in the aggregate, would cause a material adverse effect; (2)
sell, assign, transfer, lease, create security on, or otherwise dispose of any Assets;
(3) transfer or grant any rights under any concessions, leases, agreements, trademarks,
trade names, service marks, brand marks, brand names or copyrights with respect to any
Assets; (4) suffer any material loss or damage (whether or not such loss or damage
shall have been covered by insurance) with respect to any Assets; or (5) enter into any
material transaction, contract, agreement or commitment with respect to the Assets.





ARTICLE III





	3.1	 	Representations and Warranties of Tvia
	 
	 	 	Tvia hereby represents and warrants to MediaTek as follows:






	 	3.1.1	 	Organisation; Qualification
	 
	 	 	 	Tvia is a legal person duly organised and validly existing under the laws of PRC
with its registered address set forth in the front part of this Agreement. The
copies of the business license of Tvia already delivered to MediaTek are complete
and correct copies of such documents as presently in effect.
	 
	 	3.1.2	 	Right, Power and Authority
	 
	 	 	 	Tvia has full legal right, power and authority to carry on its present activities,
to own its properties and Assets, to execute and perform this Agreement and to carry
out the transactions contemplated hereby.
	 
	 	3.1.3	 	Corporate Action
	 
	 	 	 	Tvia has taken all appropriate and necessary corporate and legal action to authorise
the execution of this Agreement and to authorise the performance and observance of
the terms and conditions of this Agreement.




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	 	3.1.4	 	Registrations and Approvals
	 
	 	 	 	In order to effectively execute this Agreement and make this Agreement come into
effect, Tvia has obtained in the name of MediaTek all licences, permits, approvals
and other authorisations as are necessary in order to enable MediaTek to own,
operate, and use the Assets as they are currently being used. All such licenses,
permits, approvals, and authorisations are in full force and effect and will not be
terminated or forfeited as a result of the transactions contemplated hereby. No
violations have been recorded or alleged in respect of any such licences, permits,
approvals or authorisations, and no proceeding is pending or, to the knowledge of
Tvia, threatened or contemplated with respect to the revocation or limitation of the
same.
	 
	 	3.1.5	 	Binding Agreement
	 
	 	 	 	This Agreement constitutes the legal, valid and binding obligation of Tvia
enforceable in accordance with its terms. The execution, delivery and performance
of the terms of this Agreement (i) will not violate or contravene any provision of
law or other governmental directive, whether or not having legal force, which is
applicable to Tvia, (ii) will not violate any governmental guideline or policy
applicable to Tvia, and (iii) will not conflict with the constituent documents of
Tvia.
	 
	 	3.1.6	 	Complete Assets
	 
	 	 	 	Upon Tvia’s transfer of the Assets, MediaTek will own all of the Assets and the
complete Rights and Interests free of any Encumbrance.
	 
	 	3.1.7	 	No Material Adverse Change
	 
	 	 	 	During the period from the Execution Date to the Handover Date, there has not been
and will not be any material adverse change in any of the Assets, and Tvia does not
know of any such change which is threatened.
	 
	 	3.1.8	 	Ownership of Assets
	 
	 	 	 	Tvia has all legal, effective and substantial ownership of the Assets, which are
free of any Encumbrance. Tvia neither holds nor uses any of the Assets pursuant to
any lease, conditional sales contract or similar arrangement.
	 
	 	 	 	Neither Tvia nor any of its affiliates has any obligation, liability or contractual
commitment to any third party in respect of the Assets. All consents, permits and
approvals from parties to any contracts or other agreements with Tvia necessary for
the transfer of the Assets shall have been obtained (if any) prior to the Handover
Date.




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	 	3.1.9	 	Compliance with Laws
	 
	 	 	 	Tvia has, to the best of its knowledge, complied with all material laws and
regulations applicable to it or the Assets. All permits of Tvia are in full force
and effect, and no
proceeding is pending, or to the knowledge of Tvia, threatened, to revoke or limit
any permit.
	 
	 	3.1.10	 	No Change of Circumstances
	 
	 	 	 	From the Execution Date to the Handover Date, there will not be:






	 	 	(1)	 	any change or agreement to change the character of the Assets;
	 
	 	 	(2)	 	any sale or transfer of, lease or creation of security on the
Assets;
	 
	 	 	(3)	 	any waiver by Tvia of any Rights and Interests or of any direct
or indirect repayment of any liability adversely affecting the Assets;
	 
	 	 	(4)	 	any change in the accounting methods or practices followed by
Tvia in connection with the Assets; and
	 
	 	 	(5)	 	any conduct in relation to the Assets outside the ordinary
course of business.






	 	3.1.11	 	Equipment
	 
	 	 	 	The equipment included in the Assets are in good operating condition. The equipment
configuration, with the exception of the configuration in the sets of personal
computers of the transferred employees as listed in Schedule 4 possessed or used by
Tvia’s employees without Tiva’s consent, does not infringe the patent rights or
know-how of any third parties. Tvia has provided MediaTek with a true and complete
list of all such equipment, indicating all relevant information relating to them,
including the date of purchase of such equipment and specifications relating to
them, etc. Tvia has not received notification that it is in violation of any
applicable anti-pollution, health or other laws and regulations in respect of the
equipment due to its Assets, equipment or their operation and no such violation
exists.
	 
	 	3.1.12	 	Taxes
	 
	 	 	 	Tvia shall be responsible for paying all import duty, taxes and other charges in
relation to the Assets payable or accrued till the Handover Date.
	 
	 	3.1.13	 	Contracts and Commitments
	 
	 	 	 	There are no contracts or other agreements to which Tvia is a party and any of the
Assets is or may be subject.




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	 	3.1.14	 	Disclosure
	 
	 	 	 	No representations or warranties by Tvia in this Agreement or other written
documents furnished or to be furnished by Tvia to MediaTek pursuant to the
provisions of this Agreement or in connection with the transactions it contemplates
contain or will contain any untrue statement of material fact or omit or will omit
any material fact necessary to make the statements in this Agreement or such other
written documents not misleading.
	 
	 	3.1.15	 	Insurance
	 
	 	 	 	A summary of the insurances relating to the Assets is set out in
Schedule 3. Tvia shall hold and maintain such insurance policies until the
Handover Date. Such insurance policies are in full force and effect, and there
are no circumstances which might lead to any liability arising under such
insurance policies which has already been exempted by the insurers or the
premiums being increased on or prior to the Handover Date.
	 
	 	 	 	As of the Handover Date, other than those that have been disclosed
to MediaTek, no claim of Tvia shall be outstanding under any such policy of
insurance and there are no circumstances likely to give rise to such a claim.
	 
	 	3.1.16	 	Legal Proceedings
	 
	 	 	 	There are no claims, actions, suits or proceedings pending or,
brought forward or to be brought forward against or affecting Tvia in respect
of the Assets, which will have material adverse effect on the transactions
contemplated hereunder.
	 
	 	3.1.17	 	Neither this Agreement nor any contracts and agreements related to this Agreement
contain any untrue or misleading statement concerning the Assets.






	3.2	 	Representations and Warranties of MediaTek
	 
	 	 	MediaTek represents and warrants to Tvia as follows:






	 	3.2.1	 	Organisation; Qualification
	 
	 	 	 	MediaTek, at the time of the transfer of the Assets, is a wholly foreign owned
company duly organised and validly existing as a legal person under the laws of PRC
with its registered address set forth in the front part of this Agreement.
	 
	 	3.2.2	 	Right, Power and Authority
	 
	 	 	 	MediaTek, at the time of the transfer of the Assets, has the full legal right, power
and authority to carry out the transactions contemplated in this Agreement, to own
its properties and Assets and to execute and perform this Agreement.




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	 	3.2.3	 	Corporate Action
	 
	 	 	 	MediaTek has taken or at the time of the transfer of the Assets will have taken all
necessary corporate and legal action to authorise the execution of this Agreement
and to authorise the performance and observance of the terms and conditions of this
Agreement.
	 
	 	3.2.4	 	Binding Agreement
	 
	 	 	 	This Agreement constitutes the legal, valid and binding obligation of MediaTek
enforceable in accordance with its terms. The execution, delivery and performance
of the terms of this Agreement (i) will not violate or contravene any provision of
law or other governmental directive, whether or not having the force of law, which
is applicable to MediaTek, (ii) will not violate any guideline or policy of the
Chinese government applicable to MediaTek, and (iii) will not conflict with the
Articles of Association of MediaTek.





ARTICLE IV





	4.1	 	Conditions Precedent to MediaTek’s Acceptance of Assets
	 
	 	 	MediaTek’s acceptance of the Assets is subject to the fulfilment of the following
conditions, any one or more of which may be waived by MediaTek:






	 	4.1.1	 	Representations and Warranties of Tvia
	 
	 	 	 	The representations and warranties of Tvia contained in this Agreement shall be true
and accurate as of the date when made and on and after the Handover Date as though
such representations and warranties were made at and as of such date, except for
changes expressly permitted or contemplated by the terms of this Agreement. Tvia
shall have performed and complied with all covenants and agreements required by this
Agreement to be performed or complied with by it on or prior to the Handover Date.
	 
	 	4.1.2	 	Corporate and Governmental Consents
	 
	 	 	 	The board approval of the transfer of the Assets under this Agreement and all
governmental approvals (if any) of the transactions contemplated hereby shall have
been obtained. Among others, for the duty-free equipment beyond the customs control
period set forth in Schedule 2.1, relevant governmental approval shall be obtained,
and for the duty-free equipment within the customs control period set forth in
Schedule 2.2 relevant governmental approval shall be obtained and relevant taxes and
duties required to be paid for the equipment under customs supervision and control
under the PRC law (if any) shall be paid, including without limitation import duty
and import value-added tax.




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	 	4.1.3	 	Delivery of Title, Technical and Other Documentation
	 
	 	 	 	Tvia has provided MediaTek with all Title Documents, all necessary technical
documentation and certificates relating to each of the Assets, including, without
limitation, ownership certificates (specifying MediaTek as the owner of the Assets
which are free of any Encumbrance) related to the Assets.
	 
	 	4.1.4	 	Endorsement and Change of Insurance
	 
	 	 	 	With respect to the insurances set forth in Schedule 3 of this Agreement, Tvia has
notified the insurers in writing of the transfer of the Assets and completed the
endorsement and change formalities.
	 
	 	4.1.5	 	No Proceeding or Litigation
	 
	 	 	 	On the Handover Date, no suit, action, investigation, inquiry or other proceeding by
any governmental body or other person or legal or administrative proceeding shall
have been instituted or threatened which questions the validity or legality of the
transactions contemplated hereby.
	 
	 	4.1.6	 	Due Diligence
	 
	 	 	 	MediaTek has completed the legal due diligence and financial due diligence with
regard to the Assets to be transferred under this Agreement and fully accepted the
results of such due diligence.
	 
	 	4.1.7	 	Approval of MediaTek
	 
	 	 	 	MediaTek has obtained the approvals from its board of directors and relevant
governmental authorities, of the transactions contemplated hereby.
	 
	 	4.1.8	 	Transfer of Employees
	 
	 	 	 	Tvia has fully performed the obligations under the agreement otherwise signed with
MediaTek with regard to the employees of Tvia.
	 
	 	4.1.9	 	Written Notice of MediaTek
	 
	 	 	 	MediaTek has issued to Tvia a written notice (“Notice”) stating that all the above
conditions precedent have been fulfilled and designating a Handover Date.






	4.2	 	Conditions Precedent to Tvia’ Transfer of Assets
	 
	 	 	Tvia’s transfer of the Assets shall be subject to the fulfilment of the following
conditions, any one or more of which may be waived by Tvia:




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	 	4.2.1	 	Representations and Warranties of MediaTek
	 
	 	 	 	The representations and warranties of MediaTek contained in this Agreement shall be
true and accurate in all material respects as of the date when made and at and as of
the Handover Date as though such representations and warranties were made at and as
of such date, except for changes expressly permitted or contemplated by the terms of
this Agreement. MediaTek shall have performed and complied with all covenants and
agreements required by this Agreement which shall be performed or complied with by
it on or prior to the Handover Date.
	 
	 	4.2.2	 	No Proceeding or Litigation
	 
	 	 	 	On the Handover Date, no suit, action, investigation, inquiry or other proceeding by
any governmental body or other person or legal or administrative proceeding shall
have been instituted or threatened which questions the validity or legality of the
transactions contemplated hereby.





ARTICLE V





	5.1	 	Survival of Warranties
	 
	 	 	The respective representations and warranties of Tvia and MediaTek contained in this
Agreement or any certificates or other documents delivered prior to or on the Handover Date
shall not be waived or otherwise affected by an investigation made by any Party.
	 
	5.2	 	Indemnification by Tvia
	 
	 	 	Subject to the applicable laws and regulations, notwithstanding any other provision of this
Agreement and subject to the terms and conditions of this Article, Tvia hereby agrees to
reimburse, indemnify and hold harmless MediaTek from and against any and all claims,
actions, liabilities, indebtednesses, losses, damages, costs, expenses, judgements and
settlements, including reasonable attorney’s fees, of any kind relating to or arising out of
or in connection with or incidental to any breach of any representation or warranty of Tvia
under this Agreement or the failure of Tvia to perform any of its obligations under this
Agreement resulting in losses to MediaTek.
	 
	5.3	 	Indemnification by Meida Tek
	 
	 	 	Subject to the applicable laws and regulations, notwithstanding any other provision of this
Agreement and subject to the terms and conditions of this Article, MediaTek hereby agrees to
reimburse, indemnify and hold harmless Tvia from and against any and all claims, actions,
liabilities, indebtednesses, losses, damages, costs, expenses, judgements and settlements,
including reasonable attorney’s fees, of any kind relating to or arising out of or in
connection with or incidental to any breach of any representation or warranty of MediaTek
under this Agreement or the failure of MediaTek to perform any of its obligations under this
Agreement which result in losses to Tvia.




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	5.4	 	Survival of Indemnification Obligations
	 
	 	 	The indemnification obligations described in Articles 5.2 and 5.3 shall survive any
termination, cancellation or expiration of this Agreement.





ARTICLE VI





	6.1	 	Termination of Agreement
	 
	 	 	This Agreement may be terminated at any time prior to the Handover Date:






	 	6.1.1	 	by mutual written consent of MediaTek and Tvia;
	 
	 	6.1.2	 	by MediaTek, if the Agreement cannot be performed because Tvia has breached
any covenant or agreement contained in this Agreement;
	 
	 	6.1.3	 	by Tvia, if the Agreement cannot be performed because MediaTek has breached
any covenant or agreement contained in this Agreement.






	6.2	 	Procedure and Effect of Termination
	 
	 	 	In the event of termination of this Agreement and the transactions contemplated herein by
either Party pursuant to Articles 6.1.2 and 6.1.3, written notice shall forthwith be given
to the other Party and this Agreement shall be terminated and the transactions contemplated
herein shall be abandoned, in which case:






	 	6.2.1	 	subject to the applicable laws and regulations, neither Party shall have any
liability or further obligation to the other Party except as otherwise provided in this
Agreement; provided, that this is not intended to release either Party of any liability
it may otherwise have for a breach of any provision of this Agreement; and
	 
	 	6.2.2	 	subject to the applicable laws and regulations, all filings, applications and
other submissions made pursuant to this Agreement shall be withdrawn from the
governmental authorities or other persons to which they were made.





ARTICLE VII





	7.1	 	Governing Law
	 
	 	 	The validity, interpretation, execution, amendment and termination of this Agreement shall
be governed by the laws of the PRC.




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	7.2	 	Dispute Resolution






	 	7.2.1	 	Any dispute, controversy or claim arising out of or in connection
with this transaction shall be settled through friendly consultations between the
nominated representatives
of the Parties. If no settlement is reached within sixty (60) days from the date of
notification by a Party that it intends to submit a dispute, controversy or claim to
arbitration, then such dispute, controversy or claim shall be finally resolved
through arbitration by the China International Economic and Trade Arbitration
Commission Shanghai Sub-commission (“CIETAC”) in accordance with its arbitration
rules, which shall be deemed to be incorporated by reference into this clause.
	 
	 	7.2.2	 	The place of arbitration shall be Shanghai, PRC.
	 
	 	7.2.3	 	The languages of arbitration shall be Chinese.
	 
	 	7.2.4	 	The tribunal shall consist of three (3) arbitrators. Tvia shall select one
(1) arbitrator and MediaTek shall select one (1) arbitrator. The presiding arbitrator
shall be selected by agreement between the arbitrators selected by Tvia and MediaTek
or, if no agreement is reached within ten (10) days of the appointment of the two
Party-nominated arbitrators, be appointed by the Chairman of CIETAC.
	 
	 	7.2.5	 	The arbitration award shall be final and binding on the Parties, and the
Parties agree to be bound thereby and to act accordingly. The arbitration fee shall be
equally borne by the Parties, unless otherwise determined by the arbitral award.
	 
	 	7.2.6	 	When any dispute occurs and when any dispute is under arbitration, except for
the matters under dispute, the Parties shall continue to exercise their remaining
respective rights, and fulfil their remaining obligations under this Agreement.
	 
	 	7.2.7	 	The arbitration award shall be enforceable (if any) by any court having
jurisdiction over the Party against which the award has been rendered or wherever its
assets are located.






	7.3	 	Severability
	 
	 	 	The invalidity of any provision of this Agreement shall not affect the validity of any other
provision of this Agreement.
	 
	7.4	 	Language
	 
	 	 	This Agreement shall be written in Chinese and English both in four (4) originals. If there
is any discrepancy between the two languages, the Chinese version shall prevail. Each Party
shall keep two (2) originals of each language.




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	7.5	 	Entire Agreement
	 
	 	 	This Agreement constitutes the entire agreement of the Parties in respect of the
transactions contemplated in this Agreement and supersedes all prior discussions,
negotiations, agreements and understandings between the Parties.
	 
	7.6	 	Waiver
	 
	 	 	Failure or delay on the part of either Party to exercise any right, power or privilege under
this Agreement shall not operate as a waiver of such right, power of privilege, nor shall
any single or partial exercise of any right, power or privilege preclude exercise of any
other right, power or privilege.
	 
	7.7	 	Assignability
	 
	 	 	Any rights and obligations under this Agreement may not be assigned in whole or in part by
either Party without the prior written consent of the other Party.
	 
	7.8	 	Binding Effect
	 
	 	 	This Agreement is made for the benefit of MediaTek and Tvia and may be enforced by any one
of them. This Agreement may be amended only by a written instrument signed by MediaTek and
Tvia.
	 
	7.9	 	Notices
	 
	 	 	Any notice required or permitted to be given under this Agreement shall be given in writing
and delivered by messenger, courier, or registered airmail to the then current mailing
address of such Party. The current mailing addresses of the Parties are shown on the first
page of the text of this Agreement. The notice shall be deemed to be delivered on the date
of delivery of such notice.




During the term of this Agreement, either Party shall have the right to change its address at any
time, provided that the other Party is given notice of such change pursuant to this Article.




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IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed by its duly
authorised representative on the date first above written.




	 	 	 	 	 
	Tvia, Inc. (Hefei) Co., Ltd.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Eli Porat 
	 	 
	 
	Name:

	 	ELI PORAT
	 	 
	 
	Title:

	 	Authorized Representative	 	 
	 
	 	 	 	 
	MediaTek Inc. China	 	 
	 
	 	 	 	 
	By:
	 	/s/ Wen-Hsin Wang 
	 	 
	 
	Name:

	 	Wen-Hsin Wang
	 	 
	 
	Title:
	 	General Manager	 	 







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