Exhibit 10.21

LICENSE AGREEMENT

This License Agreement (this "Agreement"), dated as of February 18, 2009 (the "Effective Date"), is made and
entered into by and between ZiLOG, Inc., a Delaware corporation ("ZiLOG"), and Maxim Integrated Products, Inc., a Delaware
corporation ("Maxim").

RECITALS

WHEREAS, ZiLOG and Maxim are parties to that certain Asset Purchase Agreement, dated as of even date herewith (the
"Purchase Agreement"), pursuant to which, among other things, Maxim is purchasing from ZiLOG certain assets related to the Sale
Business (as defined below), including the Maxim Licensed Patents (as defined below) and the Maxim Licensed Other IP and Technology (as
defined below);

WHEREAS, in connection with the Purchase Agreement, Maxim desires non-exclusive licenses under the ZiLOG Licensed Patents (as
defined below), the ZiLOG Other Licensed Patents (as defined below) and the ZiLOG Licensed Other IP and Technology (as defined below), and
ZiLOG desires to grant such non-exclusive licenses to Maxim on the terms and conditions of this Agreement;

WHEREAS, in connection with the Purchase Agreement, Maxim desires an exclusive license under the ZiLOG Exclusive Licensed Other IP
and Technology (as defined below), and ZiLOG desires to grant such exclusive license to Maxim on the terms and conditions of this
Agreement;

WHEREAS, ZiLOG desires non-exclusive licenses back under the Maxim Licensed Patents and the Maxim Licensed Other IP and
Technology, and Maxim desires to grant such non-exclusive licenses back to ZiLOG on the terms and conditions of this Agreement; and

WHEREAS, pursuant to the Purchase Agreement, the parties have agreed to enter into this Agreement as of the Closing (as defined in the
Purchase Agreement).

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements set forth in this
Agreement and the Purchase Agreement, the parties agree as follows:

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AGREEMENT

1. DEFINITIONS

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1. LICENSE GRANTS TO MAXIM

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1. Non-Exclusive License.  Subject to the terms and conditions of this Agreement and the Purchase Agreement, ZiLOG grants to
Maxim and Maxim's Affiliates a non-exclusive, worldwide, royalty-free, fully paid-up, perpetual, irrevocable, non-transferable (subject to Section
10.1(b) below) license, without the right to sublicense (except as expressly provided in Section 2.4 below), under ZiLOG's Intellectual Property
Rights in and to the ZiLOG Licensed Other IP and Technology, to use, reproduce, modify, create derivative works of, perform, display and
(subject to the restrictions set forth in Section 2.3(c) below) otherwise exploit any of the ZiLOG Licensed Other IP and Technology solely in
connection with Maxim's or any of Maxim's Affiliates' development, making, having made (solely for Maxim or any of Maxim's Affiliates), use, offer
for sale, sale, importing, exporting, distribution and other exploitation of any Maxim Licensed Products.
2. Exclusive License.  Subject to the terms and conditions of this Agreement and the Purchase Agreement, ZiLOG grants to Maxim
and Maxim's Affiliates a worldwide, royalty-free, fully paid-up, perpetual, irrevocable, sublicensable, non-transferable (subject to Section 10.1(b)
below) exclusive license within the Maxim Exclusive Field, under ZiLOG's Intellectual Property Rights in and to the ZiLOG Exclusive Licensed
Other IP and Technology, to use, reproduce, modify, create derivative works of, perform, display and otherwise exploit any of the ZiLOG
Exclusive Licensed Other IP and Technology solely in connection with Maxim's or any of Maxim's Affiliates' development, making, having made
(solely for Maxim or any of Maxim's Affiliates), use, offer for sale, sale, importing, exporting, distribution and/or other exploitation of any Maxim
Licensed Products.  ZiLOG agrees that neither ZiLOG nor any of ZiLOG's Affiliates shall, and that neither ZiLOG nor any of ZiLOG's Affiliates
shall grant any license or other right to any third party to (or grant any covenant not to sue to any third party that enables or allows such third
party to), use, reproduce, modify, create derivative works of, perform, display or otherwise exploit any ZiLOG Exclusive Licensed Other IP and
Technology in any manner in the Maxim Exclusive Field.  ZiLOG shall ensure that its Affiliates comply with the immediately foregoing
sentence.
3. Restriction.  None of Maxim or Maxim's Affiliates shall provide the source code for the ZDS II Software (version 4.11) included in
the ZiLOG Licensed Other IP and Technology to any third party without ZiLOG's prior written consent except in connection

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1. Destruction of Materials.  At any time after the Effective Date, upon any written request by Maxim to ZiLOG (pursuant to Section
10.11 below), ZiLOG shall, and shall cause all of its Affiliates to, promptly destroy all copies of the Materials To Be Destroyed specified by Maxim
in such request and in ZiLOG's (or any of its Affiliates') possession or control.  With respect to each such request, ZiLOG shall provide Maxim
(pursuant to Section 10.11 below) with written certification of such destruction signed by an officer of ZiLOG within three (3) business days after
such destruction.  If ZiLOG or any of ZiLOG's Affiliates enters into any merger, acquisition, divestiture, consolidation or sale of assets with any
third party prior to receiving a written request from Maxim to so destroy all copies of the Materials To Be Destroyed, ZiLOG agrees that it will not,
and will cause its Affiliates not to, disclose, provide or make available or accessible to such third party any of the Materials To Be Destroyed.  For
the avoidance of doubt, with respect to any ZiLOG Licensed Products that incorporate a portion of  any item of the Materials To Be Destroyed
(but not such item of the Materials To Be Destroyed in its entirety), ZiLOG shall not be obligated under this Section 2.3(d) to destroy such portion
as incorporated into such ZiLOG Licensed Product.
2. LICENSE GRANTS TO ZILOG

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1. Subject to the terms and conditions of this Agreement (including Section 2.3(d)) and the Purchase Agreement, Maxim grants to ZiLOG and
ZiLOG's Subsidiaries a non-exclusive, worldwide, royalty-free, fully paid-up, perpetual, irrevocable, non-transferable (subject to Section 10.1(a)
below) license, without the right to sublicense (except as expressly provided in Section 3.3 below), under Maxim's Intellectual Property Rights in
and to the Maxim Licensed Other IP and Technology, to use, reproduce, modify, create derivative works of, perform, display and (subject to the
restrictions set forth in Section 3.2(b) below) otherwise exploit any of the Maxim Licensed Other IP and Technology in connection with the
development, making, having made (solely for ZiLOG or any of ZiLOG's Subsidiaries), use, offer for sale, sale, importing, exporting, distribution
(through multiple tiers of distribution to end users and customers) and other exploitation by ZiLOG or any of ZiLOG's Subsidiaries of any ZiLOG
Licensed Products.
2. None of ZiLOG or ZiLOG's Subsidiaries shall provide the source code of any Software included in the Maxim Licensed Other IP and
Technology to any third party without Maxim's prior written consent except in connection with the development of any ZiLOG Licensed Products
on behalf of ZiLOG or any of ZiLOG's Subsidiaries as provided in Section 3.3 below.

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1. OWNERSHIP
2. COVENANTS NOT TO CHALLENGE

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1. TERM
2. REPRESENTATIONS AND WARRANTIES

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1. LIMITATION OF LIABILITY
2. CONFIDENTIALITY

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1. MISCELLANEOUS
2. Assignment by ZiLOG.  ZiLOG may assign this Agreement without the prior written consent of Maxim only (i) to any Subsidiary of
ZiLOG or (ii) in connection with a merger, acquisition, consolidation, reorganization or sale of all or substantially all of the assets of ZiLOG
(whether by operation of law or otherwise), in the case of each of (i) and (ii), with written notice of such assignment to Maxim within thirty (30)
days after the effective date of such assignment.  ZiLOG may not otherwise assign this Agreement (or any of its rights or obligations under this
Agreement) without the prior written consent of Maxim, which consent shall not be unreasonably withheld.
3. Assignment by Maxim.  Maxim may assign this Agreement without the prior written consent of ZiLOG only (i) to any Affiliate of
Maxim or (ii) in connection with a merger, acquisition, consolidation, reorganization or sale of all or substantially all of the assets of Maxim
(whether by operation of law or otherwise), in the case of each of (i) and (ii), with written notice of such assignment to ZiLOG within thirty (30)
days after the effective date of such assignment.  Maxim may not otherwise assign this Agreement (or any of its rights or obligations under this
Agreement) without the prior written consent of ZiLOG, which consent shall not be unreasonably withheld.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the
Effective Date.



|ZILOG, INC.                    
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|By:                            
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|MAXIM INTEGRATED PRODUCTS, INC.
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|By:                            
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