CONFIDENTIAL TREATMENT REQUESTED-REDACTED COPY
 
 [****]
 
 MANUFACTURING SERVICES AGREEMENT
 between
 TRIDENT MICROSYSTEMS (FAR EAST) LTD.
 and
 NXP SEMICONDUCTORS NETHERLANDS B.V.
 DATED  February 8, 2010




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CONFIDENTIAL TREATMENT REQUESTED-REDACTED COPY
 Table of Contents
 ARTICLE 1Definitions 1ARTICLE 2Services 42.1
    
    Finished Goods Period
    
    
    42.2
    
    Post-Finished Goods Period Services
    
    
    42.3
    
    Quality of Performance by Third Party Providers
    
    
    52.4
    
    Returns
    
    
    52.5
    
    Purchase of Inventory
    
    
    52.6
    
    Quarterly Review of Services
    
    
    52.7
    
    Additional Services
    
    
    6ARTICLE 3Pricing, Payment and Taxes 63.1
    
    General Pricing Terms
    
    
    63.2
    
    Finished Goods Period Pricing
    
    
    63.3
    
    Post-Finished Goods Period Pricing
    
    
    73.4
    
    Payment
    
    
    8ARTICLE 4Planning and Capacity Reservation 84.1
    
    General
    
    
    84.2
    
    Long Term Plan
    
    
    84.3
    
    Short-Term Plan
    
    
    84.4
    
    NXP Group Capacity Commitment for Pending Orders
    
    
    94.5
    
    NXP Group Capacity Commitment
    
    
    9ARTICLE 5Minimum Volume Commitment and Capacity
Reservation 105.1
    
    Trident Minimum Volume Commitment
    
    
    105.2
    
    Audit Rights
    
    
    10ARTICLE 6Purchase Orders, Order Placement,
Management and Batch Releases 106.1
    
    Finished Goods Period Ordering
    
    
    106.2
    
    Finished Goods Period Wafer Production and Purchase Orders
    
    
    116.3
    
    Post-Finished Goods Period Ordering
    
    
    116.4
    
    Lead Times; Issue of Purchase Orders
    
    
    116.5
    
    Binding Purchase Order
    
    
    116.6
    
    Adjustment of Purchase Order
    
    
    11
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CONFIDENTIAL TREATMENT REQUESTED-REDACTED COPY
 6.7
    
    Non-Compliance of Purchase Order
    
    
    126.8
    
    Cancellation of Purchase Orders
    
    
    126.9
    
    Production Hold
    
    
    136.10
    
    Wafer Bank Storage
    
    
    13ARTICLE 7Consignment of Wafers, Risk of Loss,
Packing and Date of Shipment 137.1
    
    Consignment of Wafers
    
    
    137.2
    
    Risk of Loss
    
    
    137.3
    
    Packing
    
    
    137.4
    
    Timely Delivery Performance
    
    
    147.5
    
    Date of Shipment
    
    
    14ARTICLE 8Product Qualification and Changes 148.1
    
    Product Qualification
    
    
    148.2
    
    Quality Standards
    
    
    148.3
    
    Changes to Products Initiated by NXP
    
    
    158.4
    
    Changes to Products Initiated by Trident
    
    
    158.5
    
    Discontinuance
    
    
    15ARTICLE 9Warranties 159.1
    
    Services Warranty
    
    
    15ARTICLE 10Limitation of Liability 1610.1
    
    Direct Damages
    
    
    1610.2
    
    Cap on Direct Damages
    
    
    1610.3
    
    Indirect Damages
    
    
    16ARTICLE 11Confidentiality 1611.1
    
    Confidential Information
    
    
    1611.2
    
    No Other Use
    
    
    1611.3
    
    Disclosure Required by Law
    
    
    1711.4
    
    Return of Confidential Information
    
    
    17




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CONFIDENTIAL TREATMENT REQUESTED-REDACTED COPY
 ARTICLE 12Licensing Arrangements 18ARTICLE 13Intellectual Property Indemnification 1813.1
    
    Infringement by Trident Group
    
    
    1813.2
    
    Infringement by NXP Group
    
    
    1813.3
    
    Separate Obligations
    
    
    1913.4
    
    Indemnification Procedures
    
    
    19ARTICLE 14Transfer of Manufacturing Processes 1914.1
    
    Transfers Initiated by NXP
    
    
    19ARTICLE 15Term; Termination 2015.1
    
    Term of the Agreement
    
    
    2015.2
    
    Extension of the Term
    
    
    2015.3
    
    Termination
    
    
    20ARTICLE 16Miscellaneous 2016.1
    
    Force Majeure
    
    
    2016.2
    
    Export Control
    
    
    2016.3
    
    Assignment
    
    
    2016.4
    
    Interpretations; Rules of Construction
    
    
    2116.5
    
    Survival
    
    
    2116.6
    
    Entire Agreement
    
    
    2116.7
    
    Amendments and Waivers
    
    
    2116.8
    
    Third Party Rights
    
    
    2216.9
    
    Severability
    
    
    2216.10
    
    Notices
    
    
    2216.11
    
    Dispute Resolution
    
    
    2216.12
    
    Governing Law
    
    
    2316.13
    
    Attorneys Fees
    
    
    2316.14
    
    Counterparts
    
    
    23




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CONFIDENTIAL TREATMENT REQUESTED  REDACTED COPY
 Manufacturing Services Agreement
 Agreement Trident Microsystems (Far East) Ltd. Trident NXP Semiconductors Netherlands B.V. NXP Semiconductors Parties Party
 NXP B.V. SEA
   Definitions
  Adjusted Binding Purchase Order
 Agreement
 Back End Services
 Binding Purchase Order
 Confidential Information
 Confirmed Line Item Performance
 Confirmed STP
 Dispute Notice
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CONFIDENTIAL TREATMENT REQUESTED  REDACTED COPY
 Dual Sourced Products
 Finished Goods Period
 Force Majeure
 Front End Services
 Hold
 JAMS
 JAMS Arbitrator
 LTP
 Manufacturing Processes
 Manufacturing Services
 Minimum Volume Commitment
 NXP B.V.
 NXP Calendar
 NXP Group
 NXP Plant
 NXP Semiconductors
 Party Parties
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CONFIDENTIAL TREATMENT REQUESTED  REDACTED COPY
 Permitted Representatives
 Post-Finished Goods Period
 Price Factors
 Products
 Purchase Order
 Purchasing and Supply Chain Services
 Remaining Inventory
 Remaining Inventory Price
 Requested Line Item Performance
 SEA
 Service Tariff
 Service Type
 STP
 Term
 Third Party Plant
 Third Party Provider
 Total Relevant Demand Percentage
 Trident
 Trident Group
 VC Products
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CONFIDENTIAL TREATMENT REQUESTED  REDACTED COPY
 Wafer
 Wafer Bank
 Warranty
 Warranty Period
 Services
 Finished Goods Period
 Finished Goods Period
 (i)
    
    Front End Services by NXP Plants;(ii)
    
    Back End Services by NXP Plants; and(iii)
    
    Purchasing and Supply Chain Services
 provided
 Post-Finished Goods Period Services Post-Finished Goods Period
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CONFIDENTIAL
TREATMENT REQUESTED  REDACTED COPY
  Quality of Performance by Third Party Providers [****]
 Returns provided however
 Purchase of Inventory
 Remaining Inventory
     [****]
   Quarterly Review of Services
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CONFIDENTIAL TREATMENT REQUESTED  REDACTED COPY
  Additional Services [****]
 Pricing, Payment and Taxes
 General Pricing Terms
 Service Tariff it being understood that
   [****] .
 [****]
 Finished Goods Period Pricing
 General
 VC Products [****] Price Factors
 (ii) [****]
 (iii) [****]
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CONFIDENTIAL TREATMENT REQUESTED  REDACTED COPY
 Prices for VC Products as of the Closing Date
 Quarterly Prices for VC Products
  (ii) [****]
 Quarterly Reconciliation
 (i) [****]
 (ii) [****]
 (iii) [****]
 Prices for Non-VC Products
 Post-Finished Goods Period Pricing
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CONFIDENTIAL TREATMENT REQUESTED  REDACTED COPY
 Payment
   Planning and Capacity Reservation
 General
    Long Term Plan
 LTP
  Short-Term Plan
 STP provided
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CONFIDENTIAL TREATMENT REQUESTED  REDACTED COPY
   Confirmed STP
 provided however,
 NXP Group Capacity Commitment for Pending Orders i.e.
 NXP Group Capacity Commitment
 (a) [****]
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CONFIDENTIAL TREATMENT REQUESTED  REDACTED COPY
 Minimum Volume Commitment and Capacity Reservation
 Trident Minimum Volume Commitment
 Minimum Volume Commitment
 (i) [****]
 (ii) [****]
 (iii) [****]
 Total Relevant Demand Percentage
 Service Type
    Audit Rights
   Purchase Orders, Order Placement, Management and Batch Releases
 Finished Goods Period Ordering Purchase Orders
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CONFIDENTIAL TREATMENT REQUESTED  REDACTED COPY
 Finished Goods Period Wafer Production and Purchase Orders
 Post-Finished Goods Period Ordering
 Lead Times; Issue of Purchase Orders
 (a) [****]
   Binding Purchase Order
 Binding Purchase Order
    Adjustment of Purchase Order
 Adjusted Binding Purchase Order
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CONFIDENTIAL TREATMENT REQUESTED  REDACTED COPY
 provided
    i.e.
  Non-Compliance of Purchase Order
 Cancellation of Purchase Orders
 (a) [****]
 (b) [****]
 (c) [****]
 (d) [****]
 (e) [****]
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CONFIDENTIAL TREATMENT REQUESTED  REDACTED COPY
 Production Hold Hold
   Wafer Bank Storage
 Consignment of Wafers, Risk of Loss, Packing and Date of Shipment
 Consignment of Wafers provided
 Risk of Loss
 Packing
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CONFIDENTIAL
TREATMENT REQUESTED  REDACTED COPY
 Timely Delivery Performance
  Confirmed Line Item Performance [****]
 Requested Line Item Performance [****]
  Date of Shipment
 Product Qualification and Changes
 Product Qualification
   Quality Standards
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CONFIDENTIAL TREATMENT REQUESTED  REDACTED COPY
 Changes to Products Initiated by NXP
 Changes to Products Initiated by Trident
 Discontinuance
 Warranties
 Services Warranty
 Warranty Period Warranty
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CONFIDENTIAL TREATMENT REQUESTED  REDACTED COPY
  Limitation of Liability
 Direct Damages
 Cap on Direct Damages
 Indirect Damages
 Confidentiality
 Confidential Information Confidential Information Permitted Representatives
 No Other Use
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CONFIDENTIAL TREATMENT REQUESTED  REDACTED COPY
 provided
     Disclosure Required by Law
 Return of Confidential Information provided
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CONFIDENTIAL TREATMENT REQUESTED  REDACTED COPY
 Licensing Arrangements
    Intellectual Property Indemnification
 Infringement by Trident Group
     Infringement by NXP Group
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CONFIDENTIAL TREATMENT REQUESTED  REDACTED COPY
   Separate Obligations
 Indemnification Procedures
 Transfer of Manufacturing Processes
 Transfers Initiated by NXP
     provided
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CONFIDENTIAL TREATMENT REQUESTED  REDACTED COPY
 Term; Termination
 Term of the Agreement Term
 Extension of the Term
   Termination provided however
   Miscellaneous
 Force Majeure
 Export Control
 Assignment
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CONFIDENTIAL TREATMENT REQUESTED  REDACTED COPY
  Interpretations; Rules of Construction
 Survival
 Entire Agreement
 Amendments and Waivers
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CONFIDENTIAL TREATMENT REQUESTED  REDACTED COPY
 Third Party Rights
 Severability
 Notices
 Dispute Resolution
  Dispute Notice
 JAMS JAMS Arbitrator
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   Governing Law
 Attorneys Fees
 Counterparts
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CONFIDENTIAL TREATMENT REQUESTED  REDACTED COPY
  TRIDENT MICROSYSTEMS (FAR EAST) LTD.By:
    /s/ Pete J. ManganName:
    Pete J. ManganTitle:
    President




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CONFIDENTIAL TREATMENT REQUESTED  REDACTED COPY
 NXP SEMICONDUCTORS NETHERLANDS B.V.By:
    /s/ Charles SmitName:
    Charles SmitTitle:
    Authorized Signatory