PATENT LICENSE AGREEMENT

Exhibit 10.23

P ATENT L ICENSE A GREEMENT

This Patent License Agreement (“ Agreement ”) is entered into and effective as of this 1st day of September, 2005 (the “ Effective Date ”) by and between NeoMagic Corporation, having its principal place of business at 3250 Jay Street, Santa Clara, California 95054, U.S.A. (“NeoMagic”), NeoMagic Israel, Ltd., an Israeli corporation and wholly owned subsidiary of NeoMagic, having a mailing address at P.O.B. 8506, Area Code: 42504, 7 Giborei Israel St., Adar Building, 1 ^st Floor, Netanya, Israel (“NeoMagic Israel”), and Sony Corporation, 6-7-35 Kitashinagawa, Shinagawa-ku, Tokyo 141-0001, Japan (“Sony”), (NeoMagic, NeoMagic Israel and Sony collectively referred to as the “Parties,” and each, individually, as a “Party”).

WITNESSETH

WHEREAS, NeoMagic and NeoMagic Israel are the owners of certain patents and/or patent applications of the United States and other countries, and have the right to license such patents and/or patent applications;

WHEREAS, through the execution of this Agreement, the Parties intend to grant to and desire to accept from the other Party the rights set forth in this Agreement, including the licenses, covenants not to assert, releases and discharges and other rights set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, NeoMagic, NeoMagic Israel and Sony agree as follows:

1.1 “ Affiliate(s) ” shall mean any corporation, company or other entity of which a Party owns or controls, directly or indirectly, more than fifty percent (50%) of the voting stock or other equivalent interests, as of the Effective Date and/or thereafter so long as such ownership or control of such entity exists. [***]. Any rights extended to Affiliates shall apply only to the activities of such entities occurring during the time period when such business entities meet all the requirements of an Affiliate except that, the release extended to Affiliates pursuant to Section 2.2 shall continue to thereafter remain effective with respect to the activities of such entity that occurred prior to the Effective Date while it was an Affiliate, and such entity will continue to be bound by the confidentiality provision herein.

1.2 “ Licensed Patents ” shall mean (a) all patents issued to and owned, or controlled by, NeoMagic or its Affiliates as of the Effective Date, or which NeoMagic or its Affiliates have the right to license as of the Effective Date without any requirement to pay consideration to another for the grant or exercise of license under this Agreement, (b) all pending patent applications owned or controlled by NeoMagic or its Affiliates, to the extent the claims therein have a first effective filing date within the period of five (5) years commencing from the Effective Date, and any patents issuing therefrom to the extent the claims therein are entitled to such effective filing date, all such pending patent applications and any patents issuing therefrom which NeoMagic or its Affiliates may grant license under this Agreement without any requirement to pay consideration to another, and (c) all reexaminations, reissues, continuations, continuations-in-part, divisions, renewals, extensions, foreign counterparts, and/or any other patents and patent applications claiming priority of or to any of the patents and patent applications identified in (a) and (b) above, without regard to the filing date thereof, but only to the extent the claims

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CONFIDENTIAL

therein are entitled to an effective filing date no later than five (5) years after the Effective Date and provided there is no requirement to pay consideration to another for the grant or exercise of a license under this Agreement. The foregoing, and the other provisions of this Agreement, shall not be construed as prohibiting NeoMagic or its Affiliates from acquiring a patent or patent application from a third party or obtaining license of third party patents or patent applications with no rights to grant a license thereof to Sony or its Affiliates under this Agreement. For the avoidance of doubt, the Licensed Patents shall include, but shall not be limited to, the patents and patent applications listed in Exhibit A attached hereto. (Exhibit A does not list any United States patent applications of NeoMagic or its Affiliates.)

1.3 “ Licensed Products ” shall mean any product that the design, development, manufacture, provision, use, import, offering for sale, sale, disposition, distribution, lease or rental of which would, in the absence of this Agreement, infringe one or more claims of the Licensed Patents.

1.4 “ Licensed Services” shall mean any service that by the provision, operation, engagement, use or enabling of which, in the absence of this Agreement, Sony or its Affiliates would infringe one or more claims of the Licensed Patents.

1.5 “ Foundry Activities ” shall mean activities, including services, that Sony, NeoMagic, or their Affiliates may undertake on behalf of a third party to make, have made, lease, sell, offer for sale, provide, distribute, import, and/or otherwise transfer products, based on designs or specifications of or on behalf of such third party in a substantially completed form with sufficient engineering detail to enable the Party or its Affiliates to manufacture the product. The Party’s or its Affiliate’s use in its products of (i) off the shelf products from a third party, (ii) standard implementations of industry specifications, and/or (iii) standard cells, libraries and their functional software equivalents; in each case would be deemed as part of the designs or specifications of or on behalf of such third party.

1.6 “ NeoMagic Products ” shall mean [***].

1.7 “ Sony Patents ” shall mean [***].

2.1 License Grant . Subject to the terms and conditions set forth in this Agreement and, in particular, subject to Sony making the payments to NeoMagic that are specified in Section 3.1, NeoMagic and NeoMagic Israel grant to Sony and its Affiliates a nontransferable, nonexclusive and fully paid-up right and license, without the right to grant or authorize sublicenses, under the Licensed Patents (i) for Sony and its Affiliates to make, have made, use, lease, sell, offer for sale, provide, distribute, import, and/or otherwise transfer to all tiers, Licensed Products and (ii) to provide, operate, or engage in the Licensed Services, but only for the benefit of Sony or its Affiliates within the scope of the rights granted to Sony and its Affiliates in Section 2.1(i), in any and all countries, territories and possessions where the Licensed Patents are effective. The license granted hereunder shall not cover a) any Foundry Activities Sony or its Affiliates may undertake, b) Sony or its Affiliates’ reselling off-the-shelf products purchased from a third party without adding any substantial value; or c) any sales or other transfer of product under the name, trademark or logo of a third party if the design of the product was created primarily by such third party. Sony shall be responsible under this Agreement for the actions of its Affiliates, as if performed by Sony, and hereby warrants that its Affiliates are and shall be bound by the terms of this Agreement.

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2.2 Release

2.2.1 NeoMagic and NeoMagic Israel, each on behalf of itself and its successors and Affiliates, irrevocably releases and discharges Sony and its Affiliates, their direct and indirect customers, intermediates, and other transferees, from any and all claims, counterclaims, demands, liabilities, suits, debts, and causes of action for direct or indirect infringement or alleged direct or indirect infringement occurring prior to the Effective Date of this Agreement of any Licensed Patents as a result of Sony or its Affiliates’ making, using, selling, or importing a product that, after the Effective Date, is licensed under Section 2.1.

2.2.2 [***]

2.3 [***]

2.4 No Other Rights or Obligations .

2.4.1 No rights or licenses are granted by any Party or its Affiliates under any patents or other intellectual property, or for any products, other than as expressly set forth in this Agreement. For clarity, nothing in this Agreement shall be construed to grant to Sony or its Affiliates the right to authorize any party, other than Sony and its Affiliates, to engage in any of the activities described in Section 2.1, except the right for purchasers of Licensed Products to use and resell the Licensed Products that are actually sold by Sony and its Affiliates and the right of Sony and its Affiliates to purchase Licensed Products directly from a third party, in all cases excluding Foundry Activities and other activities not within the scope of Sony’s rights under Section 2.1.

2.4.2 Nothwithstanding anything to the contrary, including Section 8.7 of this Agreement, except as expressly set forth in this Section 2.4.2, Sony or its Affiliates shall have no rights or licenses under this Agreement under (x) any patents or patent applications filed after the date of any acquisition by merger, acquisition of assets or otherwise, of all or substantially all of NeoMagic’s business or assets (an acquisition of any entity by merger, acquisition of assets or otherwise, of all or substantially all of the entity’s business or assets, referred to herein as an “Acquisition”), (y) any patents or patent applications of or licensed to an Affiliate of NeoMagic (or of or licensed to any successor or assign of the Affiliate or any surviving entity in the Acquisition of the Affiliate) filed after the date of any Acquisition of such Affiliate and (z) any patents or patent applications of or licensed to the party acquiring or merging with NeoMagic in the foregoing Acquisition as contemplated in (x) (or of or licensed to any surviving entity of such Acquisition, or any successor or assign in or after such Acquisition), whether filed on or before or after the Effective Date or the date of Acquisition, or any patents or patent applications of or licensed to the entity acquiring or merging with the Affiliate in the foregoing Acquisition as contemplated in (y) above (or of or licensed to any surviving entity in such Acquisition, or any successor or assign in or after such Acquisition). For clarity, Sony or its Affiliates shall have the rights and licenses under Licensed Patents filed after the date of an Acquisition only to the extent that, prior to the date of Acquisition, (i) the patent or patent application claims an inventio