Intellectual Property Transfer and License Agreement

Exhibit 10.39

EXECUTION COPY

Intellectual Property Transfer and License Agreement

between

NXP B.V.

and

DSP GROUP, LTD.

Contents

Schedules

INTELLECTUAL PROPERTY TRANSFER AND LICENSE AGREEMENT

THE UNDERSIGNED:

and

NXP and DSPG shall also be referred to as “Parties” or a “Party”, as the case may be,

WHEREAS:

IT IS HEREBY AGREED AS FOLLOWS:

When used in this Agreement, the following capitalized terms shall have the meanings set forth below:

“ Agreement ” means this Intellectual Property Transfer and License Agreement (including all Schedules attached hereto), as the same may be amended or supplemented from time to time in accordance with the provisions hereof.

“ Assigned IP ” means the Business Patents, Business Inventions, Business Know-How, Business Software, Domain Names and Trademarks.

“ Application Field ” means any and all (current and future) residential, small office/home office (SOHO) and other short-range multimedia wireless applications, including, for the avoidance of doubt, Cordless and VoIP Telephony Applications and including high-power blue tooth applications and corded telephony, but excluding cellular applications.

“ Business Patents ” means the Patents that are listed in Schedule 1 to this Agreement, together with any continuations, continuations-in-part, reissues, divisionals and renewals of any such Patents, and any foreign counterparts of any of the foregoing.

“ Business Invention ” means any invention (together with the right to file for patent protection therefor) that either i) originated within the Operations before the Closing Date and exists at Closing Date, or ii) did not originate in the Operations but were exclusively used and intended for exclusive use by the Operations at Closing Date, excluding business inventions with respect to manufacturing process technology.

“ Business Know-How ” means any Know-How owned by NXP and/or any of its Affiliates, which either i) originated within the Operations before the Closing Date and exists at Closing Date, or ii) did not originate in the Operations but were exclusively used and intended for exclusive use by the Operations at Closing Date.

“ Business Software ” means the Software owned by NXP and/or any of its Affiliates, which either i) originated within the Operations before the Closing Date and exists at Closing Date, or ii) did not originate in the Operations but were exclusively used and intended for exclusive use by the Operations at Closing Date, excluding business software with respect to manufacturing process technology.

“ [*] ” means any and all Patents (other than Business Patents) (a) that are owned and/or controlled by NXP or any of its Affiliates and (b) that cover any Products (including corded telephony applications) or are otherwise used in the Operations for Cordless and VoIP Telephony Applications at the Closing Date, and (c) for which NXP or any of its Affiliates has the right to grant licenses thereof, free of royalty payments to Persons (unless DSPG

or any of its Affiliates, at DSPG’s option, undertakes to pay directly or to reimburse NXP for such royalty payments accrued based on the activities of DSPG and its Affiliates, in which case such Patents shall be included within the [*] ) other than royalty payments to NXP or any of its Affiliates or payments to persons for inventions made by such persons while employees or contractors of NXP or any of its Affiliates.

“Continued Operations ” means the Operations after the Closing Date.

“Cordless ” includes, without limitation, the standards DECT, DECT 6.0, WDCT 2.4, 5.8, Analog 900, 2.4, 5.8 and their logical successors.

“Cordless and VoIP Telephony Applications ” means Cordless telephony and VoIP telephony (whether corded or cordless) applications.

“ Domain Names ” means the Internet domain names that have been exclusively used by the Operations up to the Closing Date (if any), including the registrations of such domain names and any rights under contract (including agreements with domain name registrars) for registrations of such domain names.

“ DSPG Switzerland ” means DSP Group Switzerland AG, an Affiliate of DSPG having an address at Binzstasse. 38, CH-8045, Zürich, Switzerland.

“ Effective Date ” means the Closing Date.

“ IP Library Services and R&D Agreement ” means that certain IP Library Services and R&D Agreement to be entered into by and between NXP and DSPG, which addresses the availability of and services with respect to NXP generic integrated circuit design IP and software and R&D services.

“ Know-How ” means all items of technology other than manufacturing process technology, including:

all other technical and commercial materials information, data and documents of whatever nature, including without limitation, drawings, methods, techniques, designs, specifications, photographs, samples, models, processes, procedures, reports, correspondence, and other materials.

“Licensed IP ” means the [*] , [*] Technology, NXP Know-How, and NXP Software.

“ NXP Know-How ” means any Know-How other than Business Know-How owned by NXP and/or its Affiliates which is at Closing Date used (or intended to be used) for any Products (including corded telephony applications) or is otherwise used by the Operations for Cordless and VoIP Telephony Applications at the Closing Date, and any bug fixes and error corrections to such Know-How and any other Know-How as may be provided by NXP

under the IP Library Services and R&D Agreement. For avoidance of doubt, NXP Know-How includes a) Know-How that meets the definition set forth in the foregoing sentence and that relates to [*] process, to the extent used or intended to be used by the Operations at Closing Date in the development of its [*] for Cordless and VoIP Telephony Applications and b) the NXP Standard Design Environment as defined in the IP Library Services and R&D Agreement, including the software design tools thereof.

“ NXP Software ” means the software, other than Business Software, owned or controlled by NXP and/or any of its Affiliates which is at Closing Date used (or intended to be used) for any Products (including corded telephony applications) or is otherwise used by the Operations for Cordless and VoIP Telephony Applications at the Closing Date, and all bug fixes and error corrections to such software.

“ Operations ” means the Seller’s Cordless and IP Terminals business as conducted by the Company and the Businesses at Closing, except for the Seller’s activities in relation to [*] .

“ Patents ” means the patents, petty patents, utility models and applications (including provisional applications) for any of the foregoing, including any divisionals, continuations, continuations-in-part, re-examinations, renewals and re-issues, in any country in the world.

“ Product(s) ” means (i) the proprietary products of the Operations as listed in the product catalogue attached to this Agreement as Schedule 2 and (ii) (insofar as not already listed in Schedule 2 ) those future products of the Operations for which (a) a material development activity had actually started in the Operations and (b) either product specifications are defined or the “ [*] ” (see Schedule 6 ) had been passed on the Closing Date. Schedule 2 lists all products (as referred to above) of the Operations as of the Closing Date. If, however, any product (as referred to above) should have been overlooked, it shall at DSPG’s request and in consultation between the Parties be added to Schedule 2 .

“ [*] Technology ” means NXP’s proprietary DSP core and related technology (including tools, models and documentation), up to and including [*] , including existing and future updates and bug fixes, to the extent these become available from time to time.

“ SBSA ” means the Share and Business Sale Agreement entered into by and between NXP, DSPG and the DSPG Parent in respect of the sale and purchase of shares and business of the Operations.

“ Third Party Software ” means any software owned by a Person other than NXP and its Affiliates and licensed to NXP and / or its Affiliates and used by the Operations on the Closing Date.

“ Trademarks ” means the trademarks and service marks that have been exclusively used within the Operations up to the Closing Date (if any), including any registrations of and applications to register such trademarks and service marks.

No provision of this Agreement shall be interpreted against a Party solely as a result of the fact that such Party was responsible for the drafting of such provision, it being acknowledged that the Parties and representatives of the Parties have participated in the drafting and negotiating of this Agreement.

The clause and paragraph headings and table of contents contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

The rights and obligations of the parties under this Agreement will not become effective until the Closing Date.

including all benefits, privileges, causes of action and remedies relating thereto, including the exclusive rights to:

NXP shall (and shall cause its Affiliates to) execute and deliver all files (including, without limitation, all prosecution files), assignments and titles, evidence and authorisations as may be required to effectuate or to formalise the assignment, sale, conveyance and transfer of the Business Patents and Business Inventions, and to cause the assignment, sale, conveyance and transfer of the Business Patents and Business Inventions to be recorded and registered at the relevant patent registers and offices in the name of DSPG or its designated Affiliate. For the purpose of the recording and registration of the assignment, sale, conveyance and transfer of the legal title to the Business Patents and Business Inventions as per clause 2.1.1 hereof, NXP (on behalf of itself and its Affiliates) and DSPG Switzerland shall sign the deed of transfer attached as Schedule 4 . NXP hereby grants DSPG and its Affiliates (designated by DSPG), effective as of the Effective Date, a power of attorney to perform any (legal) acts and to execute any documents in its or its Affiliates name as may be necessary in this respect, it being understood that this Agreement may not be submitted to the relevant patent registers. In addition, at DSPG’s request, NXP will (and will cause its Affiliates to) promptly execute and deliver such written instruments and otherwise do whatever is necessary or useful to fully effectuate, evidence, record, register or perfect the assignment, sale, conveyance and transfer of the Business Patents and Business Inventions.

NXP represents and warrants as of the Effective Date that Schedule 1 to this Agreement includes a list of all Patents owned by NXP or any of its Affiliates that either i) originated within the Operations before the Closing Date and exist at Closing Date, or ii) did not originate in the Operations but were exclusively used and intended for exclusive use by the Operations at Closing Date. If NXP or any of its Affiliates is informed of or otherwise discovers the existence of any Patent omitted from Schedule 1 , the existence of which constitutes a breach of the foregoing warranty, such Patent shall thereafter, as DSPG’s sole remedy for breach of this warranty, be deemed a “Business Patent” (including for the purposes of clauses 2.1.3 and 2.2) and NXP, on behalf of itself and its Affiliates, shall promptly assign, sell, convey and transfer to DSPG Switzerland, and its successors and assigns, all right, title and interest in and to such Patent without any additional consideration.

[*] costs related to the assignment and transfer of the Business Patents and Business Inventions from NXP to DSPG Switzerland pursuant to clause 2.1 including registration thereof.

DSPG shall bear all costs of prosecution and maintenance of the Business Patents and Business Inventions arising as from the Closing Date, including any remuneration payable to inventors after Closing Date in accordance with applicable national laws with respect to any of the Business Patents and Business Inventions.

DSPG as of the Effective Date undertakes that it and its successors and assignees shall not enforce or authorise any Person to enforce any of the Business Patents and Business Inventions assigned to it under clause 2.1 against NXP, any of its Affiliates or any of its/their customers or subcontractors, with respect to any activities of such parties that are permitted under the license granted in clause 2.1.

It is confirmed that DSPG Switzerland does not acquire any enforcement rights accruing from ownership of the Business Patents and Business Inventions prior to the Closing Date. Accordingly, DSPG Switzerland shall not have the right to (i) collect royalties with respect to the period up to the Closing Date or to (ii) sue and to collect damages in respect of any act of infringement of the Business Patents and Business Inventions committed prior to the Closing Date. NXP and its Affiliates shall not be obliged to take any action in relation to any Person for any act of infringement prior to the Closing Date.