Vitesse Semiconductor Corporation Development Agreement for Proprietary Epitaxial DHBT Structure Compatible with the VIP2 InP IC Process

Customer agrees to furnish all critical DHBT device specifications required for Vitesse to develop and evaluate an InP-based epitaxial structure as set forth in subparagraphs b. - f. of this paragraph 1. These specifications may include, and are not limited to, functional description of operation of the transistor, arrangement and location of input, output, power, and control ports, temperature range of operation, and ac and dc performance.

Vitesse shall design a multilayer epitaxial structure (the “Stack”) that, when used in conjunction with the VIP2 process, will produce transistors which meet the function and performance specified in part a. above, fabricate wafers using the VIP2 InP integrated circuit process, and provide prototypes of the transistors (the “ Transistor Prototypes”) to Customer for development and evaluation purposes all in accordance with the schedule and completion dates (the “Schedule”) set forth in Exhibit 1 attached hereto.

In accordance with the Schedule, Vitesse shall evaluate the Transistor Prototypes within its own facility and supply the results of this evaluation to Customer. Customer may also evaluate Transistor Prototypes within its own facility and provide Vitesse written reports of the performance and deficiencies of the Transistor Prototypes in accordance with the Schedule. Based on these evaluations, Vitesse will modify and construct a transistor model, within the Cadence design environment, suitable for use in high frequency circuit design. Upon reasonable request of Vitesse, Customer shall grant Vitesse representatives access to Customer’s facility to observe evaluations. Vitesse shall deliver to Customer the final design kit with updated transistor models per the dates in the Schedule.

Upon completion of the development and evaluation of the Transistor Prototypes, Vitesse shall make the Stack available for use by Customer in the development of InP-based integrated circuit.

Vitesse shall review all Customer proposed integrated circuit product concepts and provide design services, where possible, to enable the timely demonstration of prototypes (the “IC Prototypes”).

On a biweekly basis, Vitesse shall provide Customer with information as to the progress and status of each development effort being conducted under this Agreement. Such documentation shall include, but is not limited to physical and/or schematic descriptions of the Prototype(s), test data, and an updated milestone chart showing performance in relationship to the Schedule.

Vitesse shall provide the necessary skilled personnel and proper facilities to perform its obligations under this Agreement.

Pricing for the Stack development project is set forth, in Exhibit 2 attached hereto. The Stack Development Price (as defined in Exhibit 2) will be paid by Customer to Vitesse, in full satisfaction for the completion of the Stack development project and related deliverables as set forth in the Schedule, and paid in accordance with the payment terms set forth in Paragraph 5 c. (1) of this Agreement.

Pricing for IC Prototypes and/or other developments shall be mutually agreed upon in applicable Purchase Order(s) (defined below).

Upon execution of this Agreement, Customer shall issue a purchase order (“Development Order”) for the Stack development project.

Customer may (but is not required) to purchase additional development or design services, IC foundry services and/or custom IC Prototype development to produce a product (the “Product”), by issuing purchase orders (“Purchase Orders”) to Vitesse from time to time. Purchase Orders, if any, shall be issued in writing, by mail, facsimile or electronic means as the parties may from time to time agree. Each Purchase Order issued under this Agreement is made a part of, and incorporated into, this Agreement. If any term of this Agreement conflicts with any term of a Purchase Order, this Agreement shall control. Acceptance of a Purchase Order by Vitesse does not constitute acceptance of provisions in the Purchase Order that conflict with this Agreement; no additional or different provisions proposed by Customer shall apply.

The payment terms shall be as follows:

Customer shall pay all shipping and insurance costs associated with the delivery of Product. All shipments to or from Vitesse’s facilities shall be F.O.B. Vitesse’s facilities. Title and risk of damage or loss to the Product and Prototypes passes to Customer upon tender of the Product and Prototypes to the shipping carrier at Vitesse’s facilities.

Customer shall be responsible for all applicable state, federal and local taxes, customs, duties, tariffs, assessments and other charges applicable to the sale or transfer of the Product and Prototypes from Vitesse to Customer, excluding all taxes computed on the net income or gross revenue of Vitesse.

Customer shall pay interest on any amount not paid when due at a monthly rate of 1.5% or the maximum rate allowed by law, whichever is lower. In the event of a good faith dispute with any invoice issued by Vitesse under this agreement, Customer shall pay the undisputed portion in accordance with this Agreement. The parties will use commercially reasonable efforts to resolve any disputes within thirty days of Customer’s notification of such a dispute to Vitesse.

ALL PROTOTYPES ARE BEING PROVIDED “AS IS.” VITESSE MAKES NO WARRANTIES WITH RESPECT TO THE PROTOTYPES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

As Vitesse’s sole obligation and as Customer’s exclusive remedy for any defective or nonconformity of any Product, Customer shall have the right to return any defective or nonconforming Product to Vitesse within 30 days of receipt of such Product, and Vitesse shall, in its sole discretion, either replace or repair such Product within 30 days of receipt of the returned Product. As used herein, “defective or nonconforming Product” means Products that do not meet the Final Specifications as mutually agreed upon between Customer and Vitesse.

EXCEPT AS SET FORTH IN SECTION 5(b), VITESSE DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO ANY PRODUCT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT VITESSE KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR OTHERWISE IS IN FACT AWARE OF ANY SUCH PURPOSE) OR CONDITIONS OF TITLE OR NONINFRINGEMENT, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOMER’S ACTS OR OMISSIONS OR USAGE IN THE TRADE OR BY COURSE OF DEALING. VITESSE ALSO EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN CUSTOMER. ALL VITESSE’S WARRANTIES SHALL BE NULL AND VOID IF CUSTOMER OR ANYONE ELSE (i) ALTERS OR MODIFIES THE PRODUC