SALE AND PURCHASE AGREEMENT

SALE AND PURCHASE AGREEMENT

FOR VITESSE PATENTS

This Sale and Purchase Agreement for Vitesse Patents (“Agreement”) is entered into by and between Vitesse Semiconductor Corporation, a Delaware corporation, having a place of business at 741 Calle Plano, Camarillo, CA 93012 (“Vitesse”) and *******, a ******** corporation, having a place of business at ******************************************** (“Purchaser”), individually a “Party” and collectively the “Parties”.

WHEREAS , Vitesse is the owner of Vitesse Patents (as defined herein);

WHEREAS , Purchaser desires to purchase said Vitesse Patents from Vitesse; and

WHEREAS , Vitesse is willing to sell said Vitesse Patents to Purchaser for due consideration, subject to the terms and conditions of this Agreement.

NOW, THEREFORE , for good and valuable consideration as stated herein, the receipt and sufficiency of which are hereby acknowledged, Vitesse and Purchaser hereby agree as follows:

DEFINITIONS

Assignment Date as to the Vitesse Patents (as defined herein) means the Effective Date on which Vitesse has executed the Patent Assignment (as defined herein) for the Vitesse Patents pursuant to Article 3.1 hereof.

Closing Date means the date on which Vitesse has assigned and recorded the Patent Assignment pursuant to Article 3.2 and Purchaser has paid Vitesse the Purchase Price (as defined herein) pursuant to Article 2.

Effective Date means the date on which both Parties have signed this Agreement and Vitesse has signed the Patent Assignment pursuant to Article 3.1.

Patent Assignment means a sale and assignment by Vitesse of the Vitesse Patents to Purchaser.

Affiliate of a Party means a corporation, company or other entity that controls, is controlled by, or is under common control with a Party or its successor in interest.  “Control” for the purpose of this paragraph means ownership of at least fifty percent (50%) of the equity or beneficial interest of such entity.  An entity is an Affiliate of a Party to this Agreement solely for so long as such Control exists.

Vitesse Patents means those Vitesse patents listed in Appendix 1 to this Agreement, and the patent rights to all inventions and discoveries claimed therein plus any and all related patents, patent applications, extensions, divisionals, continuations, continuations-in-part, reissues, reexaminations, substitution and foreign counterparts of any of the foregoing.  For purpose of clarification, all future applications that claim priority, in whole or in part, to any of the Vitesse Patents shall be solely owned by Purchaser.

2

ARTICLE 1 – AGREEMENT FOR SALE AND PURCHASE

1.1            Agreement to Sell : Subject to the terms and conditions of this Agreement, Vitesse hereby agrees to sell, transfer and assign to Purchaser all of Vitesse’s right, title and interest in and to the Vitesse Patents, including, without limitation, (a) the right to sue and collect for past, current and future infringement by third parties of such Vitesse Patents, including the right to license and to collect and receive any damages, royalties, injunctive relief, and/or settlements for such infringements of such Vitesse Patents, and (b) sue under any past, current or future patent causes of actions relating to any of the inventions or discoveries described or claimed in the Vitesse Patents.  For purpose of clarification, with respect to the sole right to sue, which is assigned and transferred to Purchaser herein, Vitesse hereby expressly disclaims any and all rights to sue or otherwise enforce such Vitesse Patents.

1.2            Agreement to Purchase : Subject to the terms and conditions of this Agreement, Purchaser hereby agrees to purchase and assume the Vitesse Patents from Vitesse.

ARTICLE 2 – PAYMENT

2.1            Price : Subject to the assignment of the Vitesse Patents to Purchaser pursuant to Article 3.1 on the Effective Date and recordation of the same pursuant to Article 3.2, Purchaser shall pay Vitesse a non-refundable price of eight million two hundred fifty thousand United States Dollars (US$8,250,000.00) (“Purchase Price”) in consideration for the sale, transfer and assignment of the Vitesse Patents to Purchaser hereunder.  For the convenience of the Parties, however, Purchaser may pay to Vitesse within fifteen (15) days of the Effective Date, provided that Vitesse must have first assigned the Vitesse Patents to Purchaser pursuant to Article 3.1 below, record the assignment pursuant to Article 3.2 below, and issue an invoice in the form of the invoice attached hereto as Appendix 5 to allow Purchaser to process payment.

2.2            Taxes :

(1)            The Price does not include any sales, use or other similar taxes that may be applicable, which, if any, shall be paid and borne by Purchaser.

(2)            Notwithstanding the foregoing, Purchaser confirms that Purchaser will not withhold taxes on the Purchase Price unless specifically directed to do so for this specific transaction by the ******* governmental authorities, in which case Purchaser shall promptly provide Vitesse with tax certificate and/or receipt issued by the relevant tax authorities showing that any such tax has been paid.

(3)            The stamp taxes, if any, imposed on the original copy(ies) of this Agreement shall be borne by Purchaser.

2.3            Payment : All payments due under this Agreement shall be sent by electronic transfer to the following bank account or to such other bank account as Vitesse may specify in writing:

Wells Fargo Bank

Routing/transit #*******

Account Number: *******

Account Name: Vitesse Main Operating Account

3

ARTICLE 3 – ASSIGNMENT

3.1            Assignment :  Vitesse will, on the Effective Date of this Agreement and at its expense, execute and deliver to Purchaser, a Patent Assignment, in the form attached hereto as Appendix 2, for the Vitesse Patents for the benefit of Purchaser.  For the convenience of the Parties, however, Vitesse may deliver the foregoing assignment to the Purchaser via facsimile on the Effective Date.  Vitesse shall deliver the original copy of the assignment agreement to the Purchaser no later than the Closing Date.  If there is any inconsistency between any such Patent Assignment(s) and the terms and conditions of this Agreement, the latter shall prevail.

3.2            Recordation of Assignment : Within fifteen (15) days of the Effective Date of this Agreement, Vitesse shall, at its expense, apply for the recordation or other perfection of the assignment under Article 3.1 with all relevant Government Agencies, send a copy of the foregoing application and/or perfection to the Purchaser, and use all diligence to complete the recordation or perfection as promptly as possible.

ARTICLE 4 – ADDITIONAL OBLIGATIONS

4.1            Further Assistance In Effectuating Transfer Of Rights :  At the reasonable request of Purchaser and without demanding further consideration from Purchaser, Vitesse agrees to execute and deliver such other instruments and perform such other acts and things as may be reasonably necessary for effecting completely the consummation of the transfer of ownership in and to the Vitesse Patents as contemplated hereby, including without limitation execution, acknowledgment and recordation of other such papers, and using reasonable efforts to obtain the same from the respective inventors, as necessary or desirable for fully perfecting and conveying unto Purchaser the benefit of the transfer of ownership in and to the Vitesse Patents as contemplated hereby.

4.2            Further Assistance In Prosecution Matters :  Vitesse agrees, upon the reasonable request of Purchaser, to do all things necessary, proper, or advisable, including without limitation the execution, acknowledgment and recordation of specific oaths, declarations and other documents on a country-by-country basis, to assist in obtaining, perfecting, further prosecuting and/or sustaining the Vitesse Patents.  Such assistance may also include providing, and obtaining from the respective inventors (to the extent such inventors are then employed by Vitesse), prompt production of pertinent facts and documents, execution of petitions, oaths, powers of attorney, declarations or other papers and other assistance reasonably necessary for filing patent applications, complying with any duty of disclosure, and conducting prosecution, reexamination, reissue, interference or other priority proceedings, opposition proceedings, cancellation proceedings, and the like with respect to the Vitesse Patents.

Vitesse further agrees, that upon reasonable request, Purchaser shall be, to the extent the same are in the possession, custody, or control of Vitesse and can be located, entitled to examine, make copies, and/or take possession of those relevant portions of laboratory notebooks and related documents and things as are reasonably necessary and required to

4

enable Purchaser to prosecute the application for any Vitesse Patents.  Such documents and things referenced in this Article include, without limitation, information relating to the conception and/or reduction to practice of any Vitesse Patents.  To the extent such documents and things currently exist, Vitesse further agrees to maintain such records intact consistent with its policy for records retention.

Vitesse agrees and consents to Purchaser retaining Vitesse’s existing patent prosecution counsel for the purpose of continuing such counsel’s efforts in connection with prosecution and maintenance of the patents.

4.3            Further Assistance in Litigation or Other Matters :  In the event that the validity and/or enforceability of any of the Vitesse Patents is challenged by any third party or any competent authority, and provided the basis of the challenge relates to information that is not otherwise publicly available and that may be in the possession Vitesse or any inventor listed as an inventor of such Vitesse Patents, then Vitesse shall use commercially reasonable efforts to make such inventor available to Purchaser for consultations on such Vitesse Patents or providing declaration, testimony or other assistance in such litigation or other matters, if the inventor is employed by Vitesse.  In the event that the inventor no longer works for Vitesse, Vitesse agrees to use reasonable efforts to locate such inventor’s contact information for Purchaser upon request.

4.4            Maintenance And Other Fees :  Vitesse shall (i) pay any maintenance fees, annuities, and the like that become due on the Vitesse Patents after the Effective Date and up to the Closing Date and Purchaser shall reimburse Vitesse for any such payments made by Vitesse; (ii) provide, on or before the Closing Date, a list to Purchaser of the dates on which any such fees, annuities and the like will become due during the two (2) month period following the Closing Date; and (iii) shall otherwise use its reasonable best efforts to assist Purchaser in preventing abandonment or delay in fee payments of the Vitesse Patents for the two (2) month period following the Closing Date.

Vitesse shall be responsible for all invoices, expenses, and fees pending to outside prosecution counsel or agents existing on the Effective Date.

4.5            In-House And Outside Prosecution Files :  Vitesse shall be responsible for all costs and expenses associated with the transfer of prosecution-related files from Vitesse to Purchaser .

On the Closing Date, Vitesse shall send to Purchaser each patent prosecution (docket) file in its possession for each of the Vitesse Patents.  On the Effective Date, Vitesse shall also send letters to each outside counsel then retained by Vitesse (or prior counsel if none) responsible for the preparation and prosecution of any Vitesse Patents informing such firm that Vitesse has assigned all of Vitesse’s right, title and interest in and to any files maintained by such firm for the purpose of the preparation and prosecution of the Vitesse Patents to Purchaser and directing that such firm (i) immediately take direction from Purchaser regarding sending all copies of such files to Purchaser; (ii) not retain copies of such files; and (iii) invoice Vitesse for all pending costs and expenses pending on the Effective Date. From and after the presentation of such letter, Purchaser shall be responsible for all actions necessary to secure such files and Purchaser shall be

5

responsible for all normal and customary fees charged by such firms in securing such files from such firms.  If necessary, Vitesse agrees to thereafter assist Purchaser in a timely fashion in procuring all such files from all such outside counsel.

On the Closing Date, Vitesse shall also send Purchaser originals of all assignment agreements in its possession for the Vitesse Patents.

4.6            Assistance :  Except as expressly provided in this Agreement, Vitesse shall have no obligation to provide Purchaser with any other assistance unless agreed otherwise by Parties hereto.

ARTICLE 5 &ndas