**Exhibit 10.1**

 

**AMENDMENT TO THE LICENSE AGREEMENT**

 

This AMENDMENT TO THE LICENSEAGREEMENT (the “Amendment”) is made and entered into by and between **STMicroelectronics N.V.**, a Dutch corporation (“ST”), and **APOGEE Technology Inc.,** a Delaware corporation (“Apogee”).

 

Capitalizedterms used herein shall have the meaning ascribed to them in the LicenseAgreement, unless otherwise specifically defined otherwise herein.

 

**WHEREAS**,

 

STand Apogee are parties to that certain license agreement dated the 2ndof February 2001, as amended (the “Agreement”), pursuant to which Apogee hasgranted to ST and its Affiliates a license under certain audio amplificationrelated intellectual property rights, as better described in said Agreement;

 

STand Apogee now desire to amend the Agreement in accordance with the provisionshereof.

 

**NOW THEREFORE**, in furtherance of the foregoing recitals and for good and valuableconsiderations, ST and Apogee hereby agree to amend the License Agreement asfollows:

 

**1.****    ****EXCLUSIVITY**

 

(a)   DDX Technology: With respect onlyto the DDX Technology (as defined in Exhibit 2 to the Agreement), ST herebyagrees to release Apogee from the exclusivity obligation and covenantundertaken by Apogee in Section 2.1 of the Agreement

 

The Agreement shall be deemed amended accordingly,effective as of the effective date of this Amendment.

 

(b)   Full digital Audio Path: Apogee herebyagrees to release ST from the exclusivity obligation and covenant undertaken byST in Section 2.6 of the Agreement, which is hereby cancelled and deleted.

 

The Agreement shall be deemed amended accordingly,effective as of the effective date of this Amendment.

 

**2.****    ****[**********]**

 

Apogeehereby guarantees and shall ensure that, at all applicable times,[********************] are offered the [***************************************] for the Licensed Technology [***********************************************]. For purposes of the foregoing, [***************************] means that Apogee represents, warrants and covenants that the [*************************************************]for the Licensed

 

**Portions of this Exhibit were omitted and have been filed separatelywith the Secretary of the Commission pursuant to the Company’s applicationrequesting confidential treatment under Rule 24b-2 under the SecuritiesExchange Act of 1934.**

 

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Technology provided to [**]under the Agreement (as amended) are, and shall remain, at all applicabletimes, [**********************************************************************************************] licensing theLicensed Technology for a[************************* ****************].

 

**3.****    ****ROYALTY SCHEME**

 

3.1   Each of the Parties hereby agrees to amendand modify the royalty scheme and certain related provisions set out in Section4 of the Agreement, and accordingly:

 

(a)   The provisions stated in Section 4.3 of theAgreement are hereby replaced and superceded by, and shall now read as follows:

 

## *“4.3*

 

## *4.3.1 **With respect to Products other than power-basedProducts:** ST shall pay to Apogee a royalty equal to the[********************************]:*

 

*Royalty =[********************]%,*

 

*or*

 

*[********************************************************];*

 

## *or*

 

## *[*****************************************]*

 

## *The term[****************************************************** *********************************************************************************************].*

 

## *Forexample for non [**********] Products, if the[***********************], Apogee would receive a royalty of[*************************************************************].  If the [***************************], Apogeewould receive a minimum royalty of [***************************************],and if the [*********************************] Apogee would receive a Royaltyof [***************************************].*

* *

*4.3.2 **With respect to power-based Products**:ST shall pay to Apogee the following royalty, which shall be calculated on NetSales Price of such power-based Products: [******************************************************************], and (ii) [**************** **************]and thereafter except for the [*************************************************************************] %.*

 

*4.3.3 For purposes of the foregoing, “power-basedProducts” shall mean Products having a total capability greater than one (1)watt.”*

*[End of Section 4.3, as amended]*

 

**Portions of this Exhibit were omitted and have been filed separatelywith the Secretary of the Commission pursuant to the Company’s applicationrequesting confidential treatment under Rule 24b-2 under the SecuritiesExchange Act of 1934.**

 

 

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(b)   The reports and payments referred to inSection 4.5 of the Agreement shall be made on a calendar quarter basis, and thedefinition of “Quarter” in said Section 4.5 shall be deemed amended accordingly(i.e., it shall mean: March 31, June 30, September 30, or December 31).

 

(c)   The Provisions in Section 4.7 of theAgreement [*****************] are hereby deleted and cancelled, and shall be ofno further effect whatsoever.

 

3.2   The Agreement shall be deemed amended accordingly,effective as of the effective date of this Amendment.

 

**4.****    ****[*****************]**

 

Each of the Parties hereby agrees to delete theprovisions in the first paragraph of Section 11.2 of the Agreement[***************************************]. However, thesecond paragraph of Section 11.2 shall remain in full force and effect, andaccordingly Apogee shall promptly notify ST in writing of any[*********************************************************] at least thirty (30) business days before the effective dateof any such [****************]. For the further avoidance of doubt, it ishereby understood and agreed between the Parties that the provisions in Section11.1 of the Agreement shall not be affected by the foregoing and shall remainin full force and effect [**************************************].

 

**5.****    ****SCOPE OF THIS AGREEMENT**

 

(a)   Each of the Parties hereby expressly agreesthat (i) the provisions in sections 1 and 4 hereof shall enter into force andbecome effective retroactively as of the 1st of January 2005, and(ii) the provisions in sections 2 and 3 hereof shall enter into force andbecome effective retroactively as of the 1st of January 2004.

 

(b)   All of the terms and conditions of theAgreement that are not specifically modified hereby, shall remain unchanged andof full effect.

 

**INWITNESS WHEREOF**, ST and Apogee have caused this Amendment to beexecuted by their duly authorized representatives.

 
|   | **For APOGEE Technology Inc.** | **For STMicroelectronics NV** |
|--------|--------------------------------|-------------------------------|
|   |                           |                          |   |   |
|   | By:                            | /s/ Herbert M. Stein          |   | By: | /s/ Philippe Geyres |   |
|   |                           |                          |   |   |   |   |
|   | Name:                          | Herbert M. Stein              |   | Name: | Philippe Geyres |   |
|   |                           |                          |   |   |   |   |
|   | Title:                         | Chief Executive Officer       |   | Title: | Executive Vice President |   |
|   |                           |                          |   |   |   |
|   | Date:                          | May 24, 2005                  |   | Date: | April 25, 2005 |   |
|        |                                |                               |  |  |  |  |  |  |  |  |  |  |  |  |

 

**Portions of this Exhibit were omitted and have been filed separatelywith the Secretary of the Commission pursuant to the Company’s applicationrequesting confidential treatment under Rule 24b-2 under the SecuritiesExchange Act of 1934.**

 

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