Exhibit 10.40



AMENDMENT 1 TO CUSTOM SALES AGREEMENT NO. 000569



This Amendment to Custom Sales Agreement No. 000569 (Amendment 1) is made and entered into between Microtune, Inc.
(Customer), and International Business Machines Corporation (IBM). This Amendment 1 shall be effective as of November 1, 2004 (the Effective Date).



WHEREAS IBM and Customer are parties to Custom Sales Agreement No. 000569 having an effective date of June 13, 2000 (the
Agreement);



WHEREAS IBM and Customer desire to amend the Agreement
as set forth herein;



NOW THEREFORE the parties hereby agree as follows:



|1. |  | Extension of the term of the Agreement. The expiration of the term of the Agreement is extended from December 31, 2004 to December 31, 2006.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------



|2. |  | Sections 2.5 and 2.6 are deleted effective November 1, 2004.
|-- |  | ------------------------------------------------------------



3.       No Other Amendment or Modification. Except as expressly set forth in this Amendment 1, the Agreement remains in full force
and effect without further modification. The terms and conditions of the Agreement and such Amendments shall not be further modified or amended except by a writing signed by authorized representatives of both parties, it being understood that this
requirement of written form may only be waived in writing by both parties.



|                                       |  |                            |  |                                             |  |        |  |                                                                       
|-------------------------------------- |  | -------------------------- |  | ------------------------------------------- |  | ------ |  | ----------------------------------------------------------------------
|Acceptedand Agreed To: Microtune, Inc. |  |                            |  | International Business Machines Corporation
|                                       |  |                            |  |                                            
|By:                                    |  | /s/ Albert H. Tadikken     |  |                                             |  | By:    |  | /s/ John G. Beiswenger                                                
|                                       |  | Authorized Signature       |  |                                             |  |        |  | Authorized Signature                                                  
|                                       |  |                            |  |                                            
|Name:                                  |  | Albert H. Tadikken         |  |                                             |  | Name:  |  | John G. Beiswenger                                                    
|                                       |  | Please print or type name  |  |                                             |  |        |  |                                                                       
|                                       |  |                            |  |                                            
|Title:                                 |  | COO                        |  |                                             |  | Title: |  | Exec. Mgr., MD WW Contracts & Business Practices, IBM Technology Group
|                                       |  | Please print or type title |  |                                             |  |        | 
|                                       |  |                            |  |                                            
|Date:                                  |  | January 13, 2005           |  |                                             |  | Date:  |  | January 14, 2005                                                      
|                                       |  | Write Month out in full    |  |                                             |  |        |  | Write Month out in full                                               



|                                                                         |  |             |  |                
|------------------------------------------------------------------------ |  | ----------- |  | ---------------
|Custom Sales Agreement No. 000569 Amendment No. 1
12/15/04 Rev. 10/22/04 |  | Page 1 of 1 |  | Microtune, Inc.