**Exhibit 10.21**

**PROMISSORY NOTE SECUREDBY DEED OF TRUST(Term Loan)**
| $12,000,000.00 |   | San Francisco,  California |
|----------------|--------|----------------------------|
|           |   |                       |
|           |   | March 16, 2007             |

 

FOR VALUE RECEIVED, theundersigned (**“Borrower”**) promisesto pay to CITIBANK N.A., a national banking association (**“Lender”**), or order, during regularbusiness hours at 210 West Lexington Drive, Sixth Floor, Glendale, CA 91203,Attention: Commercial Markets Group/Note Department, or at such other place asLender may from time to time designate by written notice to Borrower, withsufficient information to identify the source and application of such payment,the sum of up to Twelve Million and No/100 Dollars ($12,000,000.00) (the **“Loan”**) together with interest on thebalance of outstanding principal from the disbursement dates thereof at the perannum rate set forth below. All calculations of interest hereunder shall becomputed on the basis of the actual number of days elapsed over a 360-day year.The Loan is made pursuant to the terms and conditions of that certain LoanAgreement dated as of the date hereof, between Borrower and Lender (as it maybe amended, supplemented or otherwise modified from time to time, the **“Loan Agreement”**). Capitalized terms usedbut not defined herein shall have the meanings given them in the LoanAgreement.

1.         **Interest and Payments.**

(a)       Borrower promises to payinterest on the outstanding principal amount of the Loan from the date of anyadvance of funds until such principal amount is irrevocably paid in full incash pursuant to and as required by the terms of the Loan Agreement.

(b)       Payments of interest,principal and any other fees and costs under the Loan shall be made, when due,in accordance with the terms and conditions of the Loan Agreement. Any paymentsof principal or interest or other amounts on or payments under this Note notpaid automatically as provided in the Loan Agreement shall be paid to Lenderonly by wire transfer on the date when due, without any deduction whatsoever,including any deduction for any setoff or counterclaim, in U.S. Dollars inimmediately available funds as required in the Loan Agreement.

2.         **Maturity.** Unless earlier due andpayable or accelerated under the Loan Agreement, this Note shall mature, andthe outstanding principal balance hereunder, together with all otheroutstanding amounts due hereunder and under the Loan Agreement, shall becomedue and payable in full on the Maturity Date.

3.         **Default Rate.** Notwithstanding any otherprovision of this Note the default rate set forth in the Loan Agreement shallapply to this Note as and when provided therein.

4.         **Loan Agreement.** This Note is referredto in, made pursuant to, and entitled to the benefits of, the Loan Agreementand the other Loan Documents. The Loan Agreement and the other Loan Documentsamong other things contain provisions for acceleration of the maturity hereofupon the happening of certain stated events upon the terms and conditionstherein specified, and contain provisions defining an Event of Default and therights and remedies of Lender upon the occurrence of an Event of Default.

5.         **Prepayments.** This Note may be prepaidin whole or in part upon notice to Lender and shall be prepaid in whole, ineach case as provided or required in the Loan Agreement and upon payment of allfees and other obligations set forth therein or otherwise secured by the Deedof Trust (the **“Obligations”**). Nopayment or prepayment of any amount shall entitle any Person to be subrogatedto the rights of Lender hereunder or under the Loan Agreement unless and untilthe Obligations have been performed in full and paid irrevocably in full incash and the Loan Agreement has been terminated.

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6.         **Payments Due on a Day other than a Business Day.**If any payment to be made on or under this Note is stated to be due or becomesdue and payable on a day other than a Business Day, the due date thereof shallbe extended to, and such payment shall be made on, the next succeeding BusinessDay, and such extension of time in such case shall be included in thecomputation of payment of any interest (at the interest rate then in effectduring such extension) and/or fees, as the case may be.

7.         **Application of Payments.** Each paymenthereunder shall be applied when received first to the payment of any unpaid “PastDue Charge” (as defined below in the Loan Agreement) and then to the payment ofaccrued interest on the principal balance from time to time remaining unpaidand then to reduce principal, except that if any amounts due under the terms ofSection 7 hereof or the Deed of Trust have not been repaid, then anymonies received, at the option of Lender, may first be applied to repay suchamounts and interest thereon and the balance, if any, be applied as hereinspecified. No such application by Lender shall constitute a cure or waiver ofany default by Borrower under the “Deed of Trust” or under this Note. Borrowerhereby waives any rights and benefits, if any, that may arise under or byvirtue of California Civil Code Section 2822(a). Without limitation of theforegoing, in the event of any partial payment hereunder, Lender shall have thesole right and authority to determine which portion of the indebtednessevidenced hereby any partial payment may be applied against, if any; providedthat, nothing in the foregoing shall impose upon Lender any duty or obligationto accept or apply any partial payment received by Lender hereunder or underthe Deed of Trust except as expressly provided for herein or in the Deed ofTrust.

8.         **Default; Acceleration.** This Note issecured by that certain Deed of Trust, Assignment of Rents and Leases, SecurityAgreement and Fixture Filing, made by Borrower, as trustor, for the benefit ofLender, as beneficiary, concurrently herewith (the **“Deed of Trust”**). Upon the occurrence of an Event of Default,then, or at any time thereafter, the whole of the unpaid principal hereof,together with accrued and outstanding interest and all other sums required tobe paid under this Note or the Deed of Trust or the Loan Agreement shall, atthe election of Lender and without notice of such election, become immediatelydue and payable. Lender’s election may be exercised at any time after any suchEvent of Default, and the acceptance of one or more payments hereon from anyperson thereafter shall not constitute a waiver of Lender’s election, or of itsoption to make such election.

9.         **Costs.** Borrower promises to pay toLender, within five (5) Business Days after written notice from Lender, allcosts, expenses, disbursements, property taxes, escrow fees, title charges,reasonable legal fees and expenses, actually incurred by Lender or its counselin the negotiation, funding, administration, enforcement or attemptedenforcement, by foreclosure or otherwise, of this Note or the Deed of Trust.Without limitation on the foregoing, Borrower agrees to pay all costs ofcollection, including reasonable attorneys’ fees and costs (whether or not forsalaried attorneys regularly employed by Lender) and all costs of any action orproceeding (including any bankruptcy proceeding or any non-judicial foreclosureor private sale), in the event any payment is not paid when due, or in case itbecomes necessary to enforce any other obligation of Borrower hereunder or toprotect the security for the indebtedness evidenced hereby, or for theforeclosure by Lender of the Deed of Trust, or in the event Lender is made aparty to any litigation because of the existence of the indebtedness evidencedby this Note, or because of the existence of the Deed of Trust. All such costsare secured by the Deed of Trust.

10.       **Waivers.** Borrower hereby waivesdiligence, presentment, protest and demand, and notice of protest, of demand,of nonpayment, of dishonor and of maturity and agrees that time is of theessence of every provision hereof. Any such renewal, extension or modification,or the release or substitution of any person or security for the indebtednessevidenced hereby, shall not affect the liability of any of such parties for theindebtedness evidenced by this Note or the obligations under the Deed of Trust.Any such renewals, extensions, modifications, releases or substitutions may bemade without notice to any of such parties. Any such renewals, extensions,modifications, releases or substitutions may be made without notice to any ofsuch parties.

11.       **Remedies Cumulative.** The rights andremedies of Lender as provided in this Note and in the Deed of Trust and in theLoan Agreement shall be cumulative and concurrent and may be pursued singly,successively or together against Borrower, the Property, or any other personsor entities who are,

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or may become liable for all or any part of thisindebtedness, and any other funds, property or security held by Lender for thepayment hereof, or otherwise, at the sole discretion of Lender. Failure toexercise any such right or remedy shall in no event be construed as a waiver orrelease of such rights or remedies, or the right to exercise them at any latertime. The right, if any, of Borrower, and all other persons or entities, whoare, or may become, liable for this indebtedness, to plead any and all statutesof limitation as a defense is expressly waived by each and all of such partiesto the full extent permissible by law.

12.       **Deed of Trust Provisions Regarding Transfers;Successors.** The Deed of Trust securing this Note contains provisionsfor the acceleration of the indebtedness evidenced hereby upon a “Transfer” (astherein defined). Subject to the limitations on Transfer specified in the Deedof Trust, the provisions hereof shall be binding on the heirs, legalrepresentatives, successors and assigns of Borrower and shall inure to thebenefit of Lender and the successors and assigns of Lender.

13.       **Miscellaneous.**

13.1     **Manner of Payment; No Offsets.** All payments due hereundershall be made in lawful money of the United States of America. Such paymentsshall be made by check or, upon maturity and otherwise at the option of Lender,by transferring the payment in federal or immediately available funds by bankwire or interbank transfer for the account of Lender without presentment or surrenderof this Note, provided; however, that any payment of principal or interestreceived after 1:00 p.m. Pacific time shall be deemed to have been received byLender on the next Business Day and shall bear interest accordingly. All sumsdue hereunder shall be payable without offset, demand, abatement orcounter-claim of any kind or nature whatsoever, all of which are hereby waivedby Borrower.

13.2     **Fee for Statement.** For any statement regarding theobligations evidenced hereby requested to be furnished by Lender, Borrowershall pay the fee then charged by Lender therefor, not to exceed, however, themaximum fee, if any, allowed by law to be charged by Lender at the time suchstatement is requested.

13.3     **No Amendment or Waiver Except in Writing.** This Note may beamended or modified only by a writing duly executed by Borrower and Lender,which expressly refers to this Note and the intent of the parties so to amendthis Note. No provision of this Note will be deemed waived by Lender, unlesswaived in a writing executed by Lender, which expressly refers to this Note,and no such waiver shall be implied from any act or conduct of Lender, or anyomission by Lender to take action with respect to any provision of this Note orthe Deed of Trust. No such express written waiver shall affect any otherprovision of this Note, or cover any default or time period or event, otherthan the matter as to which an express written waiver has been given. Withoutlimitation, acceptance of any partial payment shall not constitute a waiver ofany of Lender’s rights, including the right to insist on immediate payment ofall amounts due and payable.

13.4     **No Intent of Usury.** None of the terms and provisionscontained in this Note, or in the Deed of Trust, or in other documents orinstruments related hereto, shall ever be construed to create a contract forthe use, forbearance or detention of money requiring payment of interest at arate in excess of the maximum interest permitted to be charged by applicablelaws or regulation governing this Note (**“UsuryLaws”**). Borrower shall never be required to pay interest on thisNote in excess of the maximum interest that may be lawfully charged under suchUsury Laws, as made applicable by the final judgment of a court of competentjurisdiction, and the provisions of this Section shall control over all otherprovisions hereof and of any other instrument executed in connection herewithor executed to secure the indebtedness evidenced hereby, which may be inapparent conflict with this Section. If Lender collects monies which are deemedto constitute interest which would otherwise increase the effective interestrate on this Note to a rate in excess of that permitted to be charged by suchUsury Laws, all such sums deemed to constitute interest in excess of themaximum rate shall, at the option of Lender, either be credited to the paymentof principal or returned to Borrower.

13.5     **Governing Law.** This Note shall be governed by andconstrued and enforced in accordance with the laws of the State of California (withoutregard to conflicts of laws), except where

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federal law is applicable (including any applicablefederal usury ceiling or other federal law preempting state usury laws).

13.6     **Certain Rules of Construction.** The headings of eachSection of this Note are for convenience only and do not define or limit anyprovision of this Note. The provisions of this Note shall be construed as awhole according to their common meaning, not strictly for or against any party,or any person or entity, who is or may become liable for the payment of thisNote, and to achieve the objectives of the parties unconditionally to impose onBorrower the indebtedness evidenced by this Note. Whenever the words “including”,“includes” or “include” are used in this Note (including any Exhibit hereto),they shall be read non-exclusively as though the phrase, “without limitation,”immediately followed the same.

13.7     **Severability.** If any term of this Note, or the applicationthereof to any person or circumstances, shall be invalid or unenforceable, theremainder of this Note, or the application of such term to persons orcircumstances other than those as to which it is invalid or unenforceable,shall not be affected thereby, and each term of this Note shall be valid andenforceable to the fullest extent permitted by law.

13.8     **Notices.** Any notice which a party is required or maydesire to give the other shall be given (and be deemed given) pursuant to theterms of the Deed of Trust.

14.       **Waiver of Jury Trial.** TO THE MAXIMUMEXTENT PERMITTED BY LAW, BORROWER AND LENDER HEREBY KNOWINGLY, VOLUNTARILY ANDINTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATIONBASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANYOTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT(WHETHER VERBAL OR WRITTEN) OR ACTION OF EITHER PARTY OR ANY EXERCISE BY ANYPARTY OF THEIR RESPECTIVE RIGHTS UNDER THE LOAN DOCUMENTS OR IN ANY WAYRELATING TO THE LOAN OR THE PROPERTY INCLUDING ANY ACTION TO RESCIND OR CANCELTHIS NOTE, AND ANY CLAIM OR DEFENSE ASSERTING THAT THIS NOTE WAS FRAUDULENTLYINDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENTFOR LENDER TO MAKE THE LOAN. NOTWITHSTANDING THE FOREGOING, ANY CONTROVERSYHEREUNDER SHALL BE GOVERNED BY THE TERMS AND CONDITIONS OF THAT CERTAINALTERNATIVE DISPUTE RESOLUTION AGREEMENT, DATED AS OF THE DATE HEREOF, BY ANDAMONG BORROWER AND LENDER.

[SIGNATURES ARE ON THEFOLLOWING PAGE]

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IN WITNESS WHEREOF, thisNote was executed as of the date first written above.
|        |   | “BORROWER”                                   |
|--------|--------|--------------------------------------------------------|
|   |   |                                                   |
|   |   | OMNIVISION TECHNOLOGIES, INC.,  a Delaware corporation |
|   |   |                                                   |   |
|   |   |                                                   |   |
|   |   | By:                                                    | /s/ James He |
|   |   | Name:                                                  | JAMES HE |
|   |   | Title:                                                 | COO |

 

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