EXHIBIT 10.1

APOGEE TECHNOLOGY, INC. HAS OMITTED FROM THIS EXHIBIT 10.1 PORTIONS OF THE AGREEMENT FOR WHICH APOGEE TECHNOLOGY, INC. HAS REQUESTED CONFIDENTIAL TREATMENT FROM
THE SECURITIES AND EXCHANGE COMMISSION. THE PORTIONS OF THE AGREEMENT FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED ARE MARKED WITH BRACKETS AND AN ASTERISK AND SUCH CONFIDENTIAL PORTIONS HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

DEVELOPMENT AGREEMENT

This
DEVELOPMENT AGREEMENT is made as ofMarch 19, 2002(the "Effective Date") betweenApogee
Technology, Inc., a corporation organized and existing under the laws of the State of Delaware, USA (hereafter "Apogee"), andSTMicroelectronics,
NV, a corporation organized and existing under the laws of The Netherlands, having its principal place of business at Strawinskylaan 1725, Tower B 17th floor,
1077 XX Amsterdam, The Netherlands, acting for the purpose of this Agreement through its Swiss branch, ICC Bloc A, 20 Route de Pré-Bois, 1215 Geneva 15, Switzerland
(hereafter "ST").

WHEREAS,



NOW,
THEREFORE, in furtherance of the foregoing Recitals and in consideration of the mutual covenants and obligations set forth in this Agreement, the Parties agree as follows.

1.Definitions



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2.Joint Planning Committee



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3.Joint Development



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4.ST Technology

The
Parties recognize that, upon such terms and conditions to be mutually agreed in good faith between the Parties in a separate instrument, ST shall contribute, and will deliver to
Apogee, [* * *]. Upon ST's prior written consent (such consent not to be unreasonably withheld), [* * *]. It is agreed and understood that, prior to
Project Acceptance, Apogee shall have the right [* * *].

5.Support and Maintenance of the Apogee Based Product



6.Software License Seats

Unless
otherwise specifically agreed between the Parties, during the Term, ST shall provide at its expense and under such terms and conditions to be mutually agreed in good faith between
the Parties, up to [* * *] to Apogee ([* * *]), as Apogee may select, [* * *]; provided however that ST's obligation under this
section 6 shall never exceed, in aggregate, [* * *].

7.License of IP Rights



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8.Ownership



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9.Marketing and Sales



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10.Royalties and Non-Recurring Engineering Charges ("NRE")



11.Indemnification

The
terms and conditions of Section 6 "Indemnification" of the License Agreement shall govern the indemnification obligations hereunder.

12.Term and Termination



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13.Confidentiality



14.Limitation of Liability



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15.General Provisions



ST:

STMicroelectronics,
Route de pré-Bois 20, ICC Bloc A,
1215 Geneva 15, Switzerland
Fax: (+41) 22 929 58 78
Attention: General Counsel; andApogee:

Apogee Technology, Inc.,
129 Morgan Drive
Norwood, Massachusetts 02062, USA
Phone: (781) 551-9450
Fax: (781) 440-9528
Attention: Herbert M. Stein




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IN WITNESS THEREOF, the Parties hereto have executed this Agreement on the Effective Date.

For STMicroelectronics, NV

For Apogee Technology, Inc.Name:

Aldo Romano

Name:

Herbert M. SteinTitle:

Corp. Vice President

Title:

Chairman of the BoardSignature:

/s/ALDO ROMANO

Signature:

/s/HERBERT M. STEIN


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