ASSET PURCHASE AGREEMENT

Exhibit 10.62

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

by and between

APPLIED MICRO CIRCUITS CORPORATION,

as Seller

and

LSI CORPORATION,

as Buyer

Dated as of April 5, 2009

TABLE OF CONTENTS

SCHEDULES

ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”) is made as of this 5th day of April, 2009 by and between APPLIED MICRO CIRCUITS CORPORATION, a Delaware corporation (“ AMCC ” and, together with the Selling Subsidiaries, “ Sellers ”) and LSI CORPORATION, a Delaware corporation (“ Buyer ”).

RECITALS

     A.  WHEREAS , Sellers are, among other things, engaged in the business of the design, engineering, technical support, contracting with manufacturers, marketing, sale and distribution of hardware host RAID adapters (“ Hardware HRA ”) and directly associated software, including RAID stack, drivers, bios and management utilities (as currently or formerly conducted and as currently or, to the extent any Hardware HRA or directly associated software is documented in materials included on Schedule A , formerly contemplated to be conducted by Sellers, the “ Storage Business ”);

     B.  WHEREAS , the Storage Business is composed of certain assets and liabilities that are currently part of, owned by, or licensed to, Sellers or in respect of which Sellers are currently obligated, as the case may be;

     C.  WHEREAS , Sellers desire to sell, transfer and assign to Buyer, and Buyer desires to purchase from Sellers the Purchased Assets (as hereinafter defined), and Buyer is willing to assume, the Assumed Liabilities (as hereinafter defined), in each case as more fully described and upon the terms and subject to the conditions set forth herein; and

     D.  WHEREAS , AMCC and/or one or more of the Selling Subsidiaries, as applicable, and Buyer desire to enter into an Assignment and Bill of Sale, an Assumption Agreement, the Intellectual Property Agreement, the Transition Services Agreement and the Master Procurement Agreement (each as hereinafter defined and collectively, the “ Collateral Agreements ”).

      NOW, THEREFORE , in consideration of the mutual agreements and covenants herein contained and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Definitions

      1.1 Defined Terms

     For the purposes of this Agreement, the following words and phrases shall have the following meanings:

     “ Affiliate ” of any Person means any Person that controls, is controlled by, or is under common control with such Person. As used herein, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or other interests, by contract or otherwise.

     “ Assignment and Bill of Sale ” means the assignment and bill of sale in substantially the form attached hereto as Exhibit A .

     “ Assumed Purchase Orders ” means the purchase orders identified on Schedule B and any other purchase orders added, with Buyer’s written consent, to such Schedule prior to one (1) Business Day before the Closing Date; provided, however, to the extent that any such purchase order has been fulfilled prior to the Closing (i.e., product has been delivered and become part of any Seller’s Inventory at, or any time prior to, Closing), then the purchase order shall not be an “Assumed Purchase Order” (even if it is still included on Schedule B ) and all Liabilities with respect thereto shall be Excluded Liabilities.

     “ Assumption Agreement ” means the assumption agreement in substantially the form attached hereto as Exhibit B .

     “ Benefit Plan ” means, in respect of any Business Employee, each Pension Plan, Welfare Plan and employment, bonus, profit sharing, deferred compensation, incentive compensation, stock ownership, stock option, stock purchase, phantom stock, performance, retirement, thrift, savings, stock bonus, excess benefit, supplemental unemployment, paid time off, perquisite, fringe benefit, vacation, sick leave, severance, disability, death benefit, hospitalization, medical, dental, life insurance, welfare benefit or other plan, program or arrangement (whether written or unwritten), in each case, maintained or contributed to, or required to be maintained or contributed to, by Sellers or any of their ERISA Affiliates for the benefit of any present or former directors, officers, consultants or employees of the Storage Business.

     “ Benefits Liabilities ” means, with respect to any Benefit Plan, any and all Liabilities (including any claims), whenever or however arising, including all costs and expenses relating thereto, and including those debts, liabilities and obligations arising under law, rule, regulation, permit, action or proceeding before any court or regulatory agency or administrative agency, order or consent decree or any award of any arbitrator of any kind, and those arising under contract, commitment or undertaking.

     “ Business Day ” means a day that is not a Saturday, a Sunday or a statutory or civic holiday in the States of New York or California or any other day on which banking institutions are not required to be open in the States of New York or California.

     “ Business Employees ” means the employees of AMCC and its Subsidiaries identified on Schedule 3.9(a) .

     “ Business Records ” means all books, records (including software records), reports, ledgers and files or other similar information (in any form or medium) maintained by or on behalf of Sellers and primarily related to, or primarily used or primarily held for use in, the operation or conduct of the Storage Business, the Purchased Assets, the Assumed Liabilities and the Transferred Employees, including product documentation, product specifications, purchasing and sale records, invoices, credit records, price lists, customer lists, vendor lists, mailing lists, warranty information, marketing requirement documents, catalogs, sales promotion literature, advertising materials, brochures, records of operation, standard forms of documents, manuals of operations or business procedures, purchasing materials and records, manufacturing and quality control records and procedures, research and development files and materials, data and laboratory books, invention disclosures, media materials and plates, litigation files, product (including any related software) release orders, research materials and product testing reports.

     “ CERCLA ” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §§ 9601 et seq ., as amended.

     “ Channel Inventory ” means Inventory (wherever located and including in transit Inventory) that has been sold to distributors of the Storage Business, including for which revenue has been recognized by AMCC in accordance with AMCC’s revenue recognition policies.

     “ Closing ” means the closing of the transactions described in Article 7.

     “ Closing Date ” means the date of the Closing as determined pursuant to Section 7.3.

     “ Closing Channel Inventory Amount ” means the value of the Channel Inventory as of the Closing Date, as calculated in accordance with the Closing Inventory Accounting Principles set forth on Schedule 2.9 and in a manner consistent with the preparation of the historical information set forth in Schedule 3.15 .

     “ Closing Inventory Amount ” means the value of the Inventory as of the Closing Date, as calculated in accordance with the Closing Inventory Accounting Principles set forth on Schedule 2.9 and in a manner consistent with the preparation of the historical financial information set forth in Schedule 3.12(b) and GAAP consistent with past practice.

     “ COBRA ” means Section 4980B of the Code and the regulations issued thereunder.

     “ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

     “ Confidentiality Agreement ” means the agreement between AMCC and Buyer dated November 25, 2008.

     “ Confidential Information ” means any non-public proprietary information, written or oral, including the following, in each case to the extent containing any non-public proprietary information: any business information, technical information or data, however embodied, marketing plans, financial information and strategic plans or any other non-public proprietary information.

     “ Contracts ” means all contracts, agreements, leases, subleases, supply contracts, purchase orders, sales orders, instruments, commitments, understandings or any other arrangements, whether oral or written including any amendments, supplements or modifications thereto, to which AMCC or any Selling Subsidiaries are parties (i) that are primarily related to, or primarily used or primarily held for use in the operation or conduct of the Storage Business or (ii) by which the Purchased Assets may be bound, including the Transferred Contracts.

     “ Encumbrance ” means any lien (statutory or other), claim, charge, security interest, mortgage, pledge, easement, encumbrance, charge or other security interest or matter affecting title, preemptive right, existing or claimed right of first refusal, right of first offer, right of consent, put right, default, covenant or similar right or restriction or other adverse claim of any kind or nature whatsoever (including any conditional sale or other title retention agreement or other similar restriction or right) affecting the Purchased Assets.

     “ Environmental Law ” means any Law that governs the existence of or provides a remedy for release of Hazardous Substances, the protection of persons, natural resources or the environment, including the management of Hazardous Substances, or other activities involving Hazardous Substances including under CERCLA, the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq ., the Resource Conservation and Recovery Act , 42 U.S.C. § 6901 et seq ., the Clean Water Act, 33 U.S.C. Section § 1251 et seq ., the Clean Air Act, 42 U.S.C. § 7401 et seq ., the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq ., the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq ., and the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq ., or any other similar Law, as any such Law has been amended or supplemented, and the regulations promulgated pursuant thereto, in each case as in effect on or prior to the Closing Date or, with respect to representations and warranties made on the date hereof, Environmental Laws shall mean those in effect on or prior to the date hereof and as of the Closing Date.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

     “ ERISA Affiliate ” means any other Person under common control with either of the Sellers within the meaning of Section 414(b), (c), (m) or (o) of the Code and the regulations issued thereunder.

     “ Excluded Contracts ” means (i) those Contracts identified on Schedule 2.2(d ), (ii) the Premises Leases (other than any leases set forth on Schedule 2.1(f) ) and any other Contracts regarding real property, and (iii) any Contracts that constitute General Purchase or Distribution Agreements.

     “ Excluded Intellectual Property ” means any Intellectual Property not assigned to Buyer pursuant to the Intellectual Property Agreement.

     “ Excluded Inventory ” means any PowerPC integrated circuits that have not been shipped by any Seller to Beyonics Technology Limited against a purchase order from Beyonics Technology Limited.

     “ Excluded Records ” means (i) any Tax, financial, accounting, personnel, medical or human resources records, (ii) any “AMCC” or “Applied Micro Circuits Corporation” marked sales and marketing or packaging materials, samples, prototypes, or other similar Applied Micro Circuits Corporation identified sales and marketing or packaging materials, (iii) any organizational documents, minute books, including stockholder and board of director resolutions, stock ledgers and stock records, and (iv) any books, records (including software records), reports, ledgers and files or other similar information (in any form or medium) to the extent (A) any applicable Law prohibits their transfer or (B) they are primarily related to the Excluded Assets or Excluded Liabilities (provided that Seller shall include in the Business Records a copy of any portions of such materials (other than any personnel, medical or human resources records) which primarily relate to the Purchased Assets or the Assumed Liabilities).

     “ Excluded Taxes ” means any Liability for any Taxes relating to the Purchased Assets for any Pre-Closing Tax Period or the operation and conduct of the Storage Business during any Pre-Closing Tax Period.

     “ Excluded Vietnam Equipment ” means any items that would otherwise constitute Owned Equipment, that are located in Vietnam and that Buyer elects, in a writing delivered to AMCC at least one (1) Business Day prior to the Closing Date, not to be treated as Owned Equipment for purposes of this Agreement.

     “ Fixtures and Supplies ” means any furniture, furnishings and other tangible personal property owned or leased by AMCC or any Selling Subsidiary that are primarily related to, or primarily used or primarily held for use in, the operation or conduct of the Storage Business, including the furniture, furnishings and other tangible personal property set forth on Schedule 2.1(c) , but excluding the furniture, furnishings and other tangible personal property set forth on Schedule 2.2(i) .

     “ Forecasted Channel Inventory Amount ” means $3,750,000.

     “ Forecasted Inventory Amount ” means $7,250,000, net of any reserves or excess inventory, as calculated in accordance with the Closing Inventory Accounting Principles set forth on Schedule 2.9 and in a manner consistent with the preparation of the historical financial information set forth in Schedule 3.12(b) and GAAP consistent with past practice.

     “ GAAP ” means U.S. generally accepted accounting principles.

     “ General Purchase or Distribution Agreements ” means supply contracts or other agreements between AMCC or a Selling Subsidiary, on the one hand, and a Third Party, on

the other hand, pursuant to which AMCC or such Selling Subsidiary purchases or sells products or services for any of AMCC’s or such Selling Subsidiary’s business other than primarily for the Storage Business.

     “ Governmental Body ” means any legislative, executive or judicial unit of any governmental entity (foreign, federal, state or local) or any department, commission, board, agency, bureau, official or other regulatory, administrative or judicial authority thereof.

     “ Governmental Permits ” means all governmental permits and licenses, certificates of inspection, approvals or other authorizations held by AMCC or any Selling Subsidiary that are primarily related to, or primarily used or primarily held for use in, the operation or conduct of the Storage Business or the Premises, including, without limitation, the Transferred Governmental Permits.

     “ Hazardous Substance ” means any pollutants, contaminants, wastes, toxic substances, radioactive materials, asbestos, asbestos-containing materials, PCBs, hazardous substances, petroleum and petroleum products or any fraction thereof or any other chemical, material or substance that is deemed a hazardous substance by any Governmental Body.

     “ Intellectual Property ” means any Intellectual Property Rights.

     “ Intellectual Property Agreement ” means the agreement in substantially the form attached hereto as Exhibit C .

     “ Intellectual Property Rights ” means all of the following and all statutory and/or common law rights throughout the world in, arising out of, or associated therewith (i) all patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof (“ Patents ”), (ii) all inventions (whether patentable or not), invention disclosures and improvements, all trade secrets, proprietary information, know-how and technology, (iii) all works of authorship, copyrights, mask works, and copyright and mask work registrations and applications therefor, (iv) all industrial designs and all registrations and applications therefor, (v) all trade names, logos, trademarks and service marks; trademark and service mark registrations and applications therefor (“ Trademarks ”), (vi) all databases and data collections (including knowledge databases, customer lists and customer databases), (vii) all rights in software, (viii) all rights to Uniform Resource Locators, Web site addresses and domain names, and (ix) any similar, corresponding or equivalent rights to any of the foregoing.

     “ Inventory ” means (i) all inventory, wherever located, including raw materials, work in process, finished products, inventoriable supplies, samples, packing and shipping materials, goods in transit, parts and non-capital spare parts owned by or held for the benefit of Sellers primarily related to, or primarily used or primarily held for use in, the operation or conduct of the Storage Business, (ii) any and all rights of Sellers to the warranties received from suppliers of such inventory and (iii) any and all rights of Sellers to any related claims, credits and rights of recovery and setoff with respect to such inventory, but in each case excluding any Excluded Inventory.

     “ IRS ” means the U.S. Internal Revenue Service.

     “ knowledge of Sellers ” or “ to Sellers’ knowledge ” or similar words or phrases relating to awareness or knowledge of Sellers means the knowledge, after reasonable inquiry, of Kambiz Hooshmand, Robert Gargus, Dr. Paramesh Gopi, Cynthia Moreland, Ted Chan, Russ Johnson, Larry Jacobs, Bill Hake, Ron Mcleod, Mike Major, Jimmy Lie, Chris Subega, Chris Therene, John Best and Michael Benz.

     “ Law ” means any national, federal, state, provincial or local law, statute, ordinance, rule, regulation, code, order, judgment, injunction or decree of any country, territory, domestic or foreign state, prefecture, province, commonwealth, city, county, municipality, or of any Governmental Body.

     “ Leased Equipment ” means all equipment, computers, servers, machinery and other tangible personal property (including any related spare parts, dies, molds, tools and tooling) that is leased by Sellers and primarily related to, or primarily used or primarily held for use in, the operation or conduct of the Storage Business, including, without limitation, all such items set forth on Schedule 3.5(b) .

     “ Liability ” means any direct or indirect debt, liability or other obligation of any kind or character, whether accrued or fixed, absolute or contingent, determined or determinable, matured or unmatured, and whether due or to become due, asserted or unasserted, or known or unknown.

     “ Licensed Intellectual Property ” means the Intellectual Property licensed to Buyer pursuant to the Intellectual Property Agreement.

     “ Licenses ” means all licenses, agreements and other arrangements under which Sellers have the right to use any Intellectual Property of a Third Party to the extent primarily related to, or primarily used or primarily held for use in the operation or conduct of the Storage Business, but not the Nonassignable Licenses. Schedule 3.10(a) contains a true, complete and correct list, as of the date hereof, of (a) all Licenses and (b) to Sellers’ knowledge, all other licenses, agreements and other arrangements under which Sellers have the right to use any Intellectual Property of a Third Party related to, used or held for use in, or necessary for, the conduct of the Storage Business, but not the Nonassignable Licenses.

     “ Master Procurement Agreement ” means the master procurement agreement in substantially the form attached hereto as Exhibit D .

     “ Material Adverse Effect ” means any change, effect, event, circumstance, occurrence or state of facts that is, or is reasonably likely to be, either individually or when aggregated with all other changes, effects, events, circumstances, occurrences or states of facts, materially adverse to (i) the business, operations, assets, liabilities, condition (financial or other) or results of operations of the Storage Business or (ii) AMCC’s or any Selling Subsidiary’s ability to consummate the transactions contemplated by this Agreement, in each case other

than any change, effect, event, circumstance, occurrence or state of facts resulting from (A) conditions in the United States or foreign economies or securities markets in general, (B) conditions in the industry in which the Storage Business operates in general and not specifically relating to the Storage Business, (C) the announcement or pendency of the transactions contemplated by this Agreement, (D) any failure in and of itself (as distinguished from any change or effect giving rise or contributing to such failure) to meet any projections, budgets, plans or forecasts for any products, or (E) any generally applicable changes in GAAP or any Law.

     “ Nonassignable Licenses ” means (i) those licenses of Intellectual Property used in the Storage Business under which AMCC or a Selling Subsidiary is the licensee that are primarily related to other businesses of Sellers and not primarily used or primarily held for use in the operation or conduct of the Storage Business, (ii) broad-based company-wide cross licenses of any Intellectual Property to which AMCC or a Selling Subsidiary is a party, (iii) generally available software licensed under a “shrink-wrap,” “click-wrap” or similar end-user license, in each case except to the extent set forth on Schedule 2.1(g) as of the date hereof and, to the extent assignable, as set forth on Schedule 2.1(g) as of the Closing, (iv) publicly available open source software, except to the extent set forth on Schedule 2.1(g) as of the date hereof and, to the extent assignable, as set forth on Schedule 2.1(g) as of the Closing, and (v) any licenses primarily related to Excluded Assets or Excluded Liabilities that are not material to the Storage Business.

     “ Owned Equipment ” means all (a) equipment (including test equipment), computers, servers, machinery, test fixtures, validation fixtures and hardware, (b) tangible embodiments in any media of the Assigned Software, Licensed Software, Assigned Technical Information and Licensed Technical Information, and (c) other tangible personal property (including any related spare parts, probe cards, load boards, test sockets, dies, molds, tools, printed circuit board masks, and tooling), in the case of each of clauses (a), (b) and (c) that is owned by AMCC or a Subsidiary thereof and primarily related to, or primarily used or primarily held for use in, the operation or conduct of the Storage Business, including the items identified on Schedule 3.5(b)(i) , but excluding the items identified on Schedule 2.2(f) (such equipment, the “ Excluded Equipment ”) and excluding any Excluded Vietnam Equipment. Owned Equipment includes rights to the warranties received from the manufacturers and distributors of such items and to any related claims, credits and rights of recovery and setoff with respect to such items.

     “ Pension Plan ” means each “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA).

     “ Permitted Encumbrances ” means (i) liens for Taxes, assessments and other governmental charges, liens of landlords, liens of carriers, warehousemen, mechanics or materialmen incurred in the ordinary course of business and consistent with past practice, in each case for sums not yet due and payable or due but not delinquent or for sums being contested in good faith by appropriate proceedings, (ii) liens incurred in the ordinary course of the Storage Business in connection with workers’ compensation, unemployment insurance and other types of social security or to secure statutory and other similar obligations, and (iii)

non-exclusive licenses granted by Sellers or an Affiliate thereof in connection with sales of products in the ordinary course of business.

     “ Person ” means any individual, corporation, partnership, firm, association, joint venture, joint stock company, trust, unincorporated organization or other entity, or any Governmental Body.

     “ Pre-Closing Tax Period ” means, with respect to the Purchased Assets or the Storage Business, any Tax period (or portion thereof) ending on or before the Closing Date.

     “ Premises ” means the real property primarily related to, or primarily used or primarily held for use in, the operation or conduct of the Storage Business.

     “ Return ” means any return, declaration, report, statement, and any other document required to be filed in respect of any Tax.

     “ Selling Subsidiaries ” means 3ware, Inc., a California corporation, AMCC Sales Corporation, a Delaware corporation, AMCC Enterprise Corporation, a Delaware corporation, AMCC China, Inc., a Delaware corporation, Applied Micro Circuits Corporation (AMCC) Vietnam, a company organized under the laws of Vietnam, AMCC (UK) Limited, a company organized under the laws of the United Kingdom, and AMCC Deutschland GmbH, a company organized under the laws of Germany.

     “ Storage Products ” means all versions and releases of the products of the Storage Business, including those identified on Schedule 1.1 and all other Hardware HRA products and directly associated software, including RAID stack, drivers, bios and management utilities (as currently or formerly conducted and as currently or, to the extent any Hardware HRA or directly associated software is documented in materials included on Schedule A , formerly under development by the Storage Business.

     “ Subsidiary ” of any Person means any other Person in which an amount of voting securities, or other voting ownership or voting partnership interests sufficient to elect at least 50% of its board of directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of such Person) is owned directly or indirectly by such first Person.

     “ Taxes ” means all taxes of any kind, and all charges, fees, customs, levies, duties, imposts, required deposits or other assessments, including all net income, capital gains, gross income, gross receipt, property, franchise, sales, use, excise, withholding, payroll, employment, social security, workers’ compensation, unemployment, occupation, capital stock, ad valorem, value added, transfer, gains, profits, net worth, asset, transaction, and other taxes, and any interest, penalties or additions to tax with respect thereto, imposed upon any Person by any taxing authority or other Governmental Body under applicable Law.

     “ Third Party ” means any Person not an Affiliate of the other referenced Person or Persons.

     “ Transferred Contracts ” means (i) the Contracts identified on Schedule 2.1(f) , (ii) any customer orders for Storage Products to the extent that they are not completely fulfilled prior to the Closing, (iii) Assumed Purchase Orders, and (iv) any other Contracts that AMCC and Buyer mutually agree in writing after the date hereof to treat as a Transferred Contract for purposes of this Agreement.

     “ Transferred Governmental Permits ” means the Governmental Permits identified on Schedule 2.1(h) as being transferred to Buyer.

     “ Transferred Intellectual Property ” means the Intellectual Property assigned to Buyer pursuant to the Intellectual Property Agreement.

     “ Transferred Licenses ” means (i) Licenses identified on Schedule 2.1(g) and (ii) Licenses which Buyer notifies AMCC at least one (1) Business Day prior to the Closing Date are to be added to Schedule 2.1(g) .

     “ Transition Services Agreement ” means the transition services agreement in substantially the form attached hereto as Exhibit E .

     “ Welfare Plan ” means each “employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA).

      1.2 Additional Defined Terms

     For purposes of this Agreement, the following terms shall have the meanings specified in the Sections indicated below or in the Intellectual Property Agreement, in each case as indicated below:

      1.3 Other Definitional and Interpretive Matters

     Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

     (a)  Calculation of Time Period . When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

     (b)  Gender and Number . Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa.

     (c)  Headings . The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “ Section ” are to the corresponding Section of this Agreement unless otherwise specified.

     (d)  Herein . The words such as “ herein ,” “ hereinafter ,” “ hereof ,” and “ hereunder ” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

     (e)  Including . The word “ including ” or any variation thereof means “ including, without limitation ” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

     (f)  Schedules . The Schedules attached to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

2. Purchase and Sale of the Storage Business

      2.1 Purchase and Sale of Assets

     Upon the terms and subject to the conditions of this Agreement, at the Closing, AMCC shall, and shall cause the Selling Subsidiaries to sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Sellers, all right, title and interest of Sellers in, to and under the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances. For purposes of this Agreement, the term “ Purchased Assets ” means (i) all the assets, properties and rights primarily related to, or primarily used or primarily held for use in, the operation or conduct of, the Storage Business, whether tangible or intangible, real, personal or mixed (except in each case not any of the Excluded Assets and not any items primarily related to Excluded Assets or Excluded Liabilities), and (ii) those assets, properties and rights set forth or described in paragraphs (a) through (j) below (except in each case for the Excluded Assets), whether or not any of such assets, properties or rights have any value for accounting purposes or are carried or reflected on or specifically referred to in AMCC’s financial statements:

     (a) the Owned Equipment;

     (b) the Purchased Leased Equipment;

     (c) the Fixtures and Supplies;

     (d) the Inventory;

     (e) the Transferred Intellectual Property and other rights assigned to Buyer pursuant to the Intellectual Property Agreement;

     (f) the Transferred Contracts;

     (g) the Transferred Licenses;

     (h) the Transferred Governmental Permits;

     (i) the Business Records; and

     (j) the goodwill of the Storage Business, other than the goodwill associated with AMCC’s name.

      2.2 Excluded Assets

     Notwithstanding anything in Section 2.1 to the contrary, Sellers, on the one hand, and Buyer, on the other hand, expressly acknowledge and agree that the Purchased Assets shall not include, and Sellers are not selling, transferring, assigning, conveying or delivering to Buyer, and Buyer is not purchasing, acquiring or accepting from Sellers, any of the rights, properties or assets set forth or described in paragraphs (a) through (s) below (the rights, properties and assets expressly excluded by this Section 2.2 being referred to herein as the “ Excluded Assets ”):

     (a) any cash, cash equivalents, bank deposits, investment accounts, bank accounts, lockboxes, certificates of deposit, marketable securities, corporate credit cards, corporate calling cards or similar items of Seller or any Affiliate thereof;

     (b) any accounts receivable, notes receivable or similar items of Seller or any Affiliate thereof, together with any unpaid interest or fees accrued thereon or other amounts receivable with respect thereto, and any claim, remedy or right related to any of the foregoing;

     (c) any claim, right or interest of Seller or any Affiliate thereof in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, the basis of which arises or accrues in any Pre-Closing Tax Period;

     (d) the Excluded Contracts;

     (e) the Nonassignable Licenses;

     (f) the Excluded Equipment set forth on Schedule 2.2(f) , the Excluded Vietnam Equipment, if any, and the Excluded Leased Equipment;

     (g) the operations of the Storage Business located in Vietnam;

     (h) any Governmental Permits other than the Transferred Governmental Permits;

     (i) any furniture, furnishings and other tangible personal property set forth on Schedule 2.2(i) ;

     (j) any rights in any real property, other than as provided for in the Transition Services Agreement or as included as a Transferred Contract;

     (k) all external telephone numbers of any Business Employee that is not a Transferred Employee;

     (l) any insurance policies, binders and claims and rights thereunder and the proceeds thereof;

     (m) except as specifically provided in Section 5.4, all of the assets of the Benefit Plans;

     (n) any rights, claims, defenses or causes of action of Sellers or any Affiliate thereof against Third Parties relating to the assets, properties, business or operations of Sellers or any Affiliate thereof solely related to, arising from or incurred in connection with conditions or events occurring prior to the Closing;

     (o) any information management system of Sellers or any Affiliate thereof that is not primarily related to, and not primarily used or primarily held for use, in the operation or conduct of the Storage Business;

     (p) any integrated circuit masks;

     (q) any Excluded Records;

     (r) the Excluded Intellectual Property, including any right to, or use of, the “AMCC” or “Applied Micro Circuits Corporation” trademarks; and

     (s) any securities or equity interests in any Person.

      2.3 Purchase Price

     In consideration of the sale, transfer, assignment, conveyance and delivery by Sellers of the Purchased Assets to Buyer, Buyer shall (i) pay to AMCC at the Closing, an aggregate amount in cash equal to TWENTY MILLION DOLLARS ($20,000,000) (the “ Purchase Price ”) by wire transfer of immediately available funds to an account designated by AMCC’s written instructions provided to Buyer at least two (2) Business Days prior to Closing, and (ii) assume the Assumed Liabilities (together with the Purchase Price, the “ Consideration ”). The Purchase Price is subject to adjustment as set forth in Section 2.9 of this Agreement.

      2.4 Assumed Liabilities

     Upon the terms and subject to the conditions of this Agreement, at the Closing, Buyer shall accept, assume and agree to pay, perform or otherwise discharge, in accordance with the respective terms and subject to the respective conditions thereof, the Liabilities of Sellers pursuant to or under the Assumed Liabilities. For purposes of this Agreement, the term “ Assumed Liabilities ” means only the following Liabilities, whether or not any such Liability has a value for accounting purposes or is carried or reflected on or specifically referred to in AMCC’s financial statements (provided, however, that in no event shall Assumed Liabilities include any Excluded Liabilities):

     (a) all Liabilities, solely to the extent related to, arising from or incurred in connection with conditions or events occurring after the Closing under, or arising under, or pursuant to, the Transferred Contracts, Transferred Licenses and Transferred Governmental Permits;

     (b) solely with regard to conditions or events occurring after the Closing, all Liabilities with respect to the Storage Business or the Purchased Assets, in each case as conducted by Buyer (or for Buyer’s benefit pursuant to the Transition Services Agreement in accordance with the terms and conditions set forth therein);

     (c) all Liabilities with respect to the Transferred Employees’ employment arising solely from or in connection with their employment by Buyer with respect to periods subsequent to the Closing Date; and

     (d) all Liabilities associated with the packaging, shipment and delivery of any Owned Equipment or Fixtures and Supplies from any Seller to Buyer or its designees after the Closing, including any export taxes directly related to the shipment or moving of any such items outside of the particular jurisdiction where such items are located.

      2.5 Excluded Liabilities

     Notwithstanding anything in Section 2.4 to the contrary, Sellers, on the one hand, and Buyer, on the other hand, hereby expressly acknowledge and agree that the Assumed Liabilities shall not include, Sellers shall not assign to Buyer pursuant to this Agreement, and Buyer shall not accept or assume or be obligated to pay, perform or otherwise assume or discharge any Liabilities of AMCC or any Selling Subsidiary or any Affiliate thereof, whether direct or indirect, known or unknown, absolute, contingent or otherwise pursuant to or under

the Excluded Liabilities. For purposes of this Agreement, the term “ Excluded Liabilities ” means (x) any or all Liabilities of AMCC or any Selling Subsidiary or any Affiliates thereof that do not constitute Assumed Liabilities and (y) any or all Liabilities set forth or described in paragraphs (a) through (g) below, in each case whether or not any such Liability has a value for accounting purposes or is carried or reflected on, or specifically referred to in, AMCC’s financial statements:

     (a) any and all Liabilities related to, arising from, or incurred in connection with any conditions or events occurring prior to the Closing pursuant to the Transferred Contracts, Transferred Licenses and Transferred Governmental Permits;

     (b) any and all Liabilities related to, arising from, or incurred in connection with the Transferred Employees or the Purchased Assets with respect to any conditions or events occurring prior to the Closing;

     (c) any and all Liabilities related to, arising from, or incurred in connection with products shipped or services rendered or for which a receivable was booked prior to the Closing or for any rebates, incentives, discounts or special promotions for products shipped or services rendered prior to the Closing;

     (d) any and all Liabilities related to, arising from, or incurred in connection with, the Excluded Assets;

     (e) any and all Liabilities for Excluded Taxes;

     (f) any and all Liabilities with respect to excess or obsolete products returns and stock rotations relating to sales or shipments of product prior to the Closing; and

     (g) any and all Liabilities relating to, arising from, or incurred in connection with (i) any Benefit Plan, including any employment, severance or change of control agreement between a Business Employee and AMCC or any Selling Subsidiary or any Affiliate thereof, or (ii) with respect to any Transferred Employee, any wages, salaries, bonuses, commissions or other forms of compensation or other Liabilities relating to the employment of such Transferred Employee by AMCC or any Selling Subsidiary or any Affiliate thereof or termination of any such employee by AMCC or any Selling Subsidiary or any Affiliate thereof.

      2.6 Further Assurances; Further Conveyances and Assumptions

     (a) From time to time following the Closing, AMCC shall, or shall cause its Subsidiaries (including the Selling Subsidiaries) to, make available to Buyer such non-confidential data in personnel and medical records, and to the extent legally permissible and subject to reasonable restrictions such confidential data in personnel and medical records, of Transferred Employees as is reasonably necessary for Buyer to transition such employees into Buyer’s records and otherwise comply with its obligations under Section 5.4.

     (b) From time to time following the Closing, Sellers and Buyer shall, and shall cause their respective Subsidiaries to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to fully and effectively transfer, assign and convey unto Buyer and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended by the parties to be conveyed or licensed to Buyer under this Agreement and the Collateral Agreements and for Buyer and its respective successors and assigns to fully and effectively assume the Assumed Liabilities intended by the parties to be assumed by Buyer under this Agreement, and to otherwise make effective the transactions contemplated hereby and thereby and to confirm Buyer’s title to or interest in the Purchased Assets, to put Buyer in actual possession and operating control thereof and to assist Buyer in exercising all rights with respect thereto, including (i) transferring back to the appropriate Seller any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer at the Closing, and (ii) transferring to Buyer any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer at the Closing.

     (c) Sellers hereby constitute and appoint Buyer and its successors and assigns as their true and lawful attorneys in fact in connection with the transactions contemplated by this Agreement, with full power of substitution, in the name and stead of Sellers but on behalf of and for the benefit of Buyer and its successors and assigns, to demand and receive any and all of the Purchased Assets hereby conveyed, assigned, and transferred or intended so to be, and to give receipt and releases for and in respect of the same and any part thereof, and from time to time to institute and prosecute, in the name of Sellers or otherwise, for the benefit of Buyer or its successors and assigns, proceedings at law, in equity, or otherwise, which Buyer or its successors or assigns reasonably deem proper in order to collect or reduce to possession or endorse any of the Purchased Assets and to do all acts and things in relation to the Purchased Assets which Buyer or its successors or assigns reasonably deem desirable.

     (d) Without limiting Buyer’s rights or Sellers’ obligations under Sections 5.6, 7.1(b) and 8.2(c), and notwithstanding anything else in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, convey, assign, sublease or transfer any Purchased Asset if any attempted sale, conveyance, assignment, sublease or transfer of such Purchased Asset, without the authorization, approval, consent or waiver of a Third Party would constitute a breach or violation thereof or affect adversely the rights of Buyer, AMCC or a Selling Subsidiary under such Purchased Asset (a “ Nonassignable Asset ”) and any such Nonassignable Asset shall not be deemed to be sold, conveyed, assigned, subleased or otherwise transferred to Buyer until such authorization, approval, consent or waiver has been obtained. If and to the extent requested in writing by Buyer following the Closing, AMCC shall use its commercially reasonable efforts to obtain the consent of the other parties to any such Nonassignable Asset or any claim, right or any benefit arising thereunder for the assignment thereof to Buyer, and Buyer shall reasonably cooperate with such efforts. In the event consents to the assignment of any Nonassignable Assets cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by AMCC or the

applicable Selling Subsidiary in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in AMCC’s or the applicable Selling Subsidiary’s name (to the extent permitted by the terms of the Nonassignable Assets) and all benefits existing thereunder shall be for Buyer’s account. AMCC shall take or cause to be taken at AMCC’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of any such Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under such Nonassignable Assets, and AMCC or the applicable Selling Subsidiary shall promptly pay over to Buyer all money or other consideration received by it in respect of all Nonassignable Assets. As of and from the Closing Date, AMCC, on behalf of itself and any applicable Selling Subsidiaries, authorizes Buyer, except to the extent prohibited by the terms of the Nonassignable Assets, at AMCC’s expense, to perform all the obligations and/or receive all the benefits of AMCC or any applicable Selling Subsidiaries under the Nonassignable Assets, and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of any applicable Selling Subsidiaries and on any such Selling Subsidiaries’ behalf with respect thereto.

     (e) If, within six (6) months after the Closing Date, Buyer has not taken physical possession of all items of Owned Equipment and all items of Fixtures and Supplies, AMCC shall provide Buyer with written notice of the existence of such Owned Equipment and/or Fixtures and Supplies and Buyer shall take physical possession of such Owned Equipment and/or Fixtures and Supplies within thirty (30) days after Buyer’s receipt of such written notice. If Buyer has not taken physical possession of such Owned Equipment and/or Fixtures and Supplies within such thirty (30) day period, AMCC may dispose of such Owned Equipment and/or Fixtures and Supplies.

      2.7 Taxes; Recording and Filing Fees

     (a) Notwithstanding any other provision of this Agreement to the contrary, Buyer, on the one hand, and Sellers, on the other hand, shall share equally any and all applicable sales, use, transfer or similar Taxes that may be imposed, assessed or payable by reason of the operation or as a result of the consummation of the transactions contemplated by this Agreement, including the sales, transfers, leases, rentals, licenses, and assignments contemplated hereby (collectively, “ Transfer Taxes ”). The parties shall use reasonable commercial efforts to minimize Transfer Taxes, if any, including utilizing electronic-only delivery methods to transfer all Intellectual Property Rights to the extent such Intellectual Property Rights may be delivered electronically. The applicable party shall accurately bill the other party for their share of any Transfer Taxes due in a timely manner. Transfer Taxes shall not include Seller’s net income and capital gains Taxes or franchise or other Taxes based on Seller’s net income.

     (b) All applicable recording or filing fees that may be imposed, assessed or payable by reason of the operation or as a result of the consummation of the transactions contemplated by this Agreement or any of the Collateral Agreements shall be paid by the party primarily responsible for the payment of any such recording or filing fees according to Law.

      2.8 Bulk Sales Law

     Buyer hereby waives compliance by Sellers with the requirements and provisions of any “bulk sales,” “bulk-transfer” or any similar Laws of any jurisdiction, including Article 6 of the California Uniform Commercial Code, that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer (collectively, “ Bulk Sales Laws ”).

      2.9 Inventory and Channel Inventory Adjustments

          (a) Not later than five (5) Business Days after the Closing Date, AMCC will prepare and deliver to Buyer a certificate, signed by an officer of AMCC, setting forth the Closing Inventory Amount (the “ Closing Inventory Amount Statement ”). Not later than forty-five (45) days after the Closing Date, AMCC will prepare and deliver to Buyer a certificate, signed by an officer of AMCC, setting forth the Closing Channel Inventory Amount (the “ Closing Channel Inventory Amount Statement ” and, together with the Closing Inventory Amount Statement, the “ Closing Statements ”).

          (b) Upon receipt from AMCC of any Closing Statement, Buyer shall have thirty (30) days to review such Closing Statement (such review period with respect to such Closing Statement, the “ Review Period ”). During any Review Period, AMCC (A) shall, at Buyer’s reasonable request, assist, and shall cause its Subsidiaries and each of their respective representatives to assist Buyer and its representatives in their review of such Closing Statement, (B) shall provide Buyer and its representatives with any information reasonably requested by them for the purposes of their review and (C) shall give Buyer and its representatives reasonable access, during normal business hours and upon reasonable notice, to the personnel, properties and Excluded Records for the purposes of such review. If Buyer disagrees with AMCC’s computation of the Closing Inventory Amount or the Closing Channel Inventory Amount, as the case may be, Buyer may, on or prior to the last day of the applicable Review Period, deliver a written notice to AMCC (such notice with respect to such applicable amount, the “ Notice of Objection ”), which sets forth its specific objections to AMCC’s calculation of the Closing Inventory Amount or the Closing Channel Inventory Amount, as the case may be. Any Notice of Objection shall specify those items or amounts with which Buyer disagrees, together with a reasonably detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth Buyer’s calculation of the Closing Inventory Amount or the Closing Channel Inventory Amount, as the case may be, based on such objections. To the extent not set forth in the applicable Notice of Objection, Buyer shall be deemed to have agreed with AMCC’s calculation of all other items and amounts contained in the applicable Closing Statement. Buyer and AMCC acknowledge that the sole purpose of the determination of the Closing Inventory Amount and the Closing Channel Inventory Amount is to (i) adjust the Purchase Price so as to reflect the difference between the Closing Inventory Amount and the Forecasted Inventory Amount and (ii) adjust the Purchase Price so as to reflect the difference between the Closing Channel Inventory Amount and the Forecasted Channel Inventory Amount, and that in each case such change is to be measured using the Closing Inventory Accounting Principles.

          (c) Unless Buyer delivers any Notice of Objection to AMCC within the applicable Review Period, Buyer shall be deemed to have accepted AMCC’s calculation of the Closing Inventory Amount or the Closing Channel Inventory Amount, as the case may be, and the applicable Closing Statement shall be final, conclusive and binding on all parties. If Buyer delivers any Notice of Objection to AMCC within the applicable Review Period, then Buyer and AMCC shall, during the thirty (30) days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the Closing Inventory Amount or the Closing Channel Inventory Amount, as the case may be. If, at the end of such period or any mutually agreed extension thereof, Buyer and AMCC are unable to resolve their disagreements, they shall jointly retain and refer their disagreements to KPMG LLP (or, if such firm shall decline or is unable to act, or has a material relationship with Buyer or AMCC or any of their respective Affiliates, another nationally recognized independent accounting firm mutually acceptable to Buyer and AMCC) (the “ Independent Expert ”). The parties shall instruct the Independent Expert promptly to review this Section 2.9 and to determine solely with respect to the disputed items and amounts so submitted whether and to what extent, if any, the Closing Inventory Amount or the Closing Channel Inventory Amount, as the case may be, set forth in the applicable Closing Statement requires adjustment. The Independent Expert shall base its determination solely on written submissions by Buyer and AMCC and not on an independent review. Buyer and AMCC shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. As promptly as practicable but in no event later than forty-five (45) days after its retention, the Independent Expert shall deliver to Buyer and AMCC a report which sets forth its resolution of the disputed items and amounts and its calculation of the Closing Inventory Amount or Closing Channel Inventory Amount, as the case may be; provided that in no event shall (i) the Closing Inventory Amount as determined by the Independent Expert be more than AMCC’s calculation of the Closing Inventory Amount set forth in the Closing Inventory Amount Statement nor less than Buyer’s calculation of the Closing Inventory Amount set forth in the applicable Notice of Objection and (ii) the Closing Channel Inventory Amount as determined by the Independent Expert be less than AMCC’s calculation of the Closing Channel Inventory Amount as set forth in the Closing Channel Inventory Amount Statement nor more than Buyer’s calculation of the Closing Channel Inventory Amount set forth in the applicable Notice of Objection. The decision of the Independent Expert shall be final, conclusive and binding on the parties. The costs and expenses of the Independent Expert shall be borne proportionally by AMCC and Buyer, on the basis, for each such party, of the ratio of the collective difference between the amount submitted by such party and the determination made by the Independent Expert to the collective difference between the amounts submitted by each party.

          (d) For purposes of this Agreement, “ Final Inventory Amount ” means the Closing Inventory Amount: (i) as shown in the Closing Inventory Amount Statement delivered by AMCC to Buyer pursuant to Section 2.9(a), if no Notice of Objection with respect thereto is timely delivered by Buyer to AMCC pursuant to Section 2.9(b); or (ii) if a Notice of Objection is so delivered, (A) as agreed by Buyer and AMCC pursuant to Section 2.9(c) or (B) in the absence of such agreement, as shown in the Independent Expert’s calculation delivered pursuant to Section 2.9(c). If the Final Inventory Amount is less than

the Forecasted Inventory Amount, AMCC shall pay to Buyer, as an adjustment to the Purchase Price, in the manner as provided in Section 2.9(f), an amount of cash equal to the difference between the Final Inventory Amount and the Forecasted Inventory Amount (the “ Deficit Inventory Amount ”). If the Final Inventory Amount is greater than the Forecasted Inventory Amount, Buyer shall pay to AMCC, as an adjustment to the Purchase Price, in the manner as provided in Section 2.9(f), an amount of cash equal to the difference between the Final Inventory Amount and the Forecasted Inventory Amount (the “ Excess Inventory Amount ”).

          (e) For purposes of this Agreement, “ Final Channel Inventory Amount ” means the Closing Channel Inventory Amount: (i) as shown in the Closing Channel Inventory Amount Statement delivered by AMCC to Buyer pursuant to Section 2.9(a), if no Notice of Objection with respect thereto is timely delivered by Buyer to AMCC pursuant to Section 2.9(b); or (ii) if a Notice of Objection is so delivered, (A) as agreed by Buyer and AMCC pursuant to Section 2.9(c) or (B) in the absence of such agreement, as shown in the Independent Expert’s calculation delivered pursuant to Section 2.9(c). If the Final Channel Inventory Amount is less than the Forecasted Channel Inventory Amount, Buyer shall pay to AMCC, as an adjustment to the Purchase Price, in the manner as provided in Section 2.9(f), an amount of cash equal to seventy five percent (75%) of the difference between the Final Channel Inventory Amount and the Forecasted Channel Inventory Amount (the “ Deficit Channel Inventory Amount ”). If the Final Channel Inventory Amount is greater than the Forecasted Channel Inventory Amount, AMCC shall pay to Buyer, as an adjustment to the Purchase Price, in the manner as provided in Section 2.9(f), an amount of cash equal to seventy five percent (75%) of the difference between the Final Channel Inventory Amount and the Forecasted Channel Inventory Amount (the “ Excess Channel Inventory Amount ”).

          (f) Within three (3) Business Days after the Final Inventory Amount or the Final Channel Inventory Amount, as the case may be, has been finally determined pursuant to this Section 2.9, (i) if there is a Deficit Inventory Amount or an Excess Channel Inventory Amount, as the case may be, AMCC shall pay to Buyer an amount equal to the sum of such Deficit Inventory Amount or such Excess Channel Inventory Amount, as the case may be, calculated as set forth above and (ii) if there is an Excess Inventory Amount or a Deficit Channel Inventory Amount, as the case may be, Buyer shall pay to AMCC an amount equal to the sum of such Excess Inventory Amount or such Deficit Channel Inventory Amount, as the case may be, calculated as set forth above. Any such payment shall be made by wire transfer of immediately available funds to an account designated in writing by the Buyer or the Seller, as the case may be, at least one (1) Business Day prior to such transfer.

3. Representations and Warranties of Seller

     Subject to the exceptions set forth in the Schedules delivered by AMCC to Buyer concurrently with the execution of this Agreement (which disclosures shall delineate the section or subsection to which they apply but shall also qualify such other sections or subsections in this Article 3 to the extent that it is reasonably apparent (without a specific cross-reference) on its face from a reading of the disclosure items that such disclosure is applicable to such other section or subsection), AMCC represents and warrants to Buyer that:

      3.1 Organization and Qualification

     Each of AMCC and each Selling Subsidiary is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Each of AMCC and each Selling Subsidiary has all requisite corporate power and authority to carry on the Storage Business as currently conducted and to own or lease and operate the Purchased Assets owned or leased by it. Each of AMCC and each Selling Subsidiary is duly qualified to do business and is in good standing as a foreign corporation (in any jurisdiction that recognizes such concept) in each jurisdiction where the ownership or operation of the Purchased Assets or the operation or conduct of the Storage Business requires such qualification, except where the failure to be so qualified or in good standing individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. Since March 31, 2008, the office locations of AMCC and its Subsidiaries relating to the Storage Business and the names used by them in the conduct of the Storage Business are set forth in Schedule 3.1 .

     The Selling Subsidiaries are the only Affiliates of AMCC that have title to any asset reasonably expected to be a Purchased Asset or any obligation reasonably expected to be an Assumed Liability.

      3.2 Authorization

     Each of AMCC and each Selling Subsidiary has all requisite corporate power and authority to execute and deliver this Agreement and the Collateral Agreements to which it is a party and to effect the transactions contemplated hereby and, as applicable, thereby and the execution, delivery and performance of this Agreement and the Collateral Agreements to which it is a party have been duly authorized by all requisite corporate action.

      3.3 Binding Effect

     This Agreement has been duly executed and delivered by AMCC and this Agreement is, and the Collateral Agreements, when duly executed and delivered by AMCC and each Selling Subsidiary party thereto, as applicable, will be, valid and legally binding obligations of such parties, enforceable against them in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.

      3.4 Non-Contravention; Consents

     (a) Assuming that all Seller Consents have been obtained, the execution, delivery and performance of this Agreement and the Collateral Agreements by AMCC and each Selling Subsidiary party thereto, and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of any provision of such party’s certificate of incorporation or by-laws, (ii) violate in any material respect or result in a material breach of or constitute an occurrence of a material default under any provision of, result in the acceleration or cancellation of any material obligation under, or give rise to a right by any party to terminate or amend in any material respect any material obligation under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or other arrangement or commitment to which AMCC or any Selling Subsidiary is a party or by which it is bound or which relates to the Storage Business or the Purchased Assets or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any of the Purchased Assets other than as a result of this Agreement or the Collateral Agreements or (iii) violate in any material respect any Law of any Governmental Body having jurisdiction over Sellers or the Purchased Assets.

     (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by AMCC or any Selling Subsidiary in connection with the execution and delivery of this Agreement or the Collateral Agreements to which it is a party or for the sale of the Purchased Assets and the consummation of the transactions contemplated hereby and thereby, except for consents or approvals of Third Parties that are required to transfer or assign to Buyer any Purchased Assets or assign the benefits of or delegate performance with regard thereto or for AMCC or any Selling Subsidiary to perform its obligations under this Agreement or the Collateral Agreements to which it is a party as identified on Schedule 3.4(b) (the “ Seller Consents ”).

      3.5 Title to Property; Equipment; Sufficiency of Assets

     (a) Sellers have and at the Closing will have good and valid title to, or a valid and binding leasehold interest in, all of the real and personal Purchased Assets free and clear of any Encumbrance (other than a Permitted Encumbrance). This Section 3.5(a) does not apply to Intellectual Property Rights assigned or licensed to Buyer pursuant to the Intellectual Property Agreement.

     (b)  Schedule 3.5(b) contains a list of all Owned Equipment (including location) and Leased Equipment (including location) that is true, correct and complete in all material respects. Schedule 3.5(b) also contains a true, correct and complete list of leases pursuant to which such Leased Equipment is leased by Sellers. Sellers have previously provided to Buyer true, correct and complete copies (including all amendments and modifications to date) of each such lease. The Owned Equipment and the Leased Equipment constitute all (i) equipment (including test equipment), computers, servers, machinery, test fixtures, validation fixtures and hardware, (ii) tangible embodiments in any media of the Assigned Software and

Assigned Technical Information, and (iii) other tangible personal property (including any related spare parts, probe cards, load boards, test sockets, dies, molds, tools, and tooling), in the case of each of clauses (i), (ii) and (iii) primarily related to, or primarily used or primarily held for use in, the operation or conduct of the Storage Business.

     (c) Each material item of Owned Equipment and Leased Equipment is in good operating condition, reasonable wear and tear excepted, is suitable for the uses for which it is intended or used, but is otherwise being transferred on a “where is” and, as to condition, “as is” basis.

     (d) The Purchased Assets to be acquired or licensed under this Agreement and the Collateral Agreements (including the services to be provided pursuant to the Transition Services Agreement and the rights to be acquired under this Agreement and the Collateral Agreements), the Intellectual Property Rights to be assigned or licensed pursuant to the Intellectual Property Agreement, the Excluded Contracts, the Nonassignable Licenses, the Benefit Plans and the Business Employees (i) include all assets, personnel and rights primarily related to, or primarily used or primarily held for use by Sellers in, the Storage Business, and (ii) except for those Contracts set forth on Schedule 3.10(c) and those assets set forth on Schedule 3.5(d) , are sufficient for the conduct of the Storage Business immediately following the Closing by Buyer in substantially the same manner as currently or formerly (except for which Seller has no further obligations to support products) conducted by Sellers. In the event this Section 3.5(d) is breached in any immaterial manner because Sellers have in good faith failed to identify and transfer any immaterial assets or properties or provide any immaterial services primarily related to, or primarily used or primarily held for use in the Storage Business, such breach shall be deemed cured if AMCC or any Selling Subsidiary, as applicable, promptly transfers such assets or properties or provides such services to Buyer at no additional cost to Buyer.

      3.6 Permits

     Except as set forth on Schedule 3.6 , there are no material Governmental Permits necessary for or used by Sellers to operate the Storage Business as currently conducted. Either AMCC or its Subsidiaries own, hold or possess in their own name, all material Governmental Permits that are required by currently effective Laws and necessary to own or lease, operate and use the Purchased Assets and to use or occupy the Premises and to operate the Storage Business, all of which are valid and in full force and effect. Sellers are not in violation of or in default under any such Governmental Permits in any material respect. As of the date of this Agreement, no proceeding is pending or, to Sellers’ knowledge, threatened to revoke or limit any such Governmental Permit. To Sellers’ knowledge, there is no Governmental Permit which will be required to be obtained by or transferred to Buyer in connection with the operation of the Storage Business or ownership and use of the Purchased Assets and which will be unavailable or may not be obtained or transferred, and none of the Transferred Governmental Permits contains any prohibition, restriction, condition or limitation materially adversely affecting the current or contemplated operation of the Storage Business.

      3.7 Real Estate

     (a) Sellers do not own any real property, and have never owned any real property, necessary for, primarily related to, or primarily used or primarily held for use in connection with the operation and conduct of the Storage Business.

     (b)  Schedule 3.7(b) contains a true, correct and complete list, as of the date hereof, of the Premises. Sellers have provided Buyer with a true, correct and complete copy of all real property leases for the Premises (the “ Premises Leases ”). Except as identified on Schedule 3.7(b) , all Premises Leases are in full force and effect and no Seller has violated, and, to Sellers’ knowledge, the landlord has not violated or waived, any of the material terms or conditions of any Premises Lease and all the material covenants to be performed by Sellers and, to Sellers’ knowledge, the landlord under the Premises Leases have been performed in all material respects.

     (c) The use of the Premises, as presently used by the Storage Business, does not violate in any material respect any local zoning or similar land use Laws or governmental regulations. Sellers are not in material violation of or in noncompliance in any material respect with any covenant, condition, restriction, order or easement affecting any Premises. There is no condemnation or, to the knowledge of Sellers, threatened condemnation affecting the Premises.

     (d) The use of the Premises and improvements thereon by Sellers comply with all applicable Laws, and Sellers have obtained all approvals, licenses, permits and consents, which remain in full force and effect, of Governmental Bodies required for the leasing of the Premises and for the operation and conduct of the Storage Business therein, except for any noncompliance with applicable laws or failure to obtain or maintain any required approvals, licenses, permits and consents that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.

      3.8 Compliance With Laws; Litigation

     (a) Except as set forth on Schedule 3.8(a) , with respect to the Storage Business conducted by Sellers and the Purchased Assets, Sellers are in compliance in all material respects with all applicable Laws.

     (b) Except as set forth on Schedule 3.8(b) , (i) no material judgment, order, writ, injunction or decree of any Governmental Body that is related to the Storage Business or the Purchased Assets is in effect and (ii) there is no material action, suit, proceeding, arbitration or governmental investigation pending or, to Sellers’ knowledge, threatened against AMCC or any Selling Subsidiary (A) relating to the Storage Business or the Purchased Assets or (B) that would hinder or delay its ability to consummate the transactions contemplated by this Agreement or any Collateral Agreement.

      3.9 Business Employees

     (a)  Schedule 3.9(a) contains a true, correct and complete list of all employees of AMCC and its Subsidiaries primarily engaged in the operation or conduct of the Storage Business and those employees of AMCC and its Subsidiaries engaged in the physical design and other support services that provide services primarily to the Storage Business, in each case, as of the date specified on such list, showing for each Business Employee, the name, current position held, service commencement date (with respect to the Storage Business as conducted by AMCC or its Subsidiaries), salary or wages and aggregate annual compensation for AMCC’s last fiscal year and as of the date of this Agreement. None of the Business Employees is covered by any union, collective bargaining agreement or other similar labor agreement.

     (b) Except as set forth on Schedule 3.9(b) , the employment of each Business Employee is terminable by AMCC or the applicable Subsidiary of AMCC at will, and no Business Employee is entitled to receive severance pay or other benefits from AMCC or the applicable Subsidiary of AMCC following the termination of such Business Employee’s employment.

     (c) Except as set forth on Schedule 3.9(c) , to Sellers’ knowledge, (i) no Business Employee has any present intention to terminate his employment, except as contemplated by this Agreement and (ii) no Business Employee is a party to or is bound by any confidentiali