CUSTOM SALES AGREEMENT

Exhibit 10.39

CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

This Custom Sales Agreement, which consists of this Base Agreement and Statement of Work Attachments, shall be referred to as the “Agreement”. The term of this Agreement commences on June 13, 2000 and expires on December 31, 2004.

By signing below, the parties each agree to be bound by the terms and conditions of this Agreement including the initial Statement of Work, Attachment No. 1, and no additional signature on the initial Statement of Work is required. Subsequent Statement of Work Attachments under this Agreement must be signed by the parties to become effective.

Upon signature by both parties, it is agreed this Agreement constitutes the complete and exclusive agreement between them superseding all contemporaneous or prior agreements, written or oral, relating to the subject matter notwithstanding anything contained in any document issued by either party. This Agreement may not be amended or modified except by a written amendment signed by duly authorized signatories of both parties.

The parties expressly acknowledge that they have received and are in possession of a copy of any referenced item which is not physically attached to the Agreement and any such item will be treated as if attached.

Accepted and Agreed To:

[***] CONFIDENTIAL TREATMENT REQUESTED BY MICROTUNE, INC.

CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

1.0 DEFINITIONS

Capitalized terms in this Agreement have the following meanings. An Attachment may define additional terms; however, those terms apply only to that Attachment.

1.1 “Item” shall mean any part, specification, design, document, report, data or the like which Customer delivers to IBM under this Agreement.

1.2 “Product” shall mean production units to be sold or purchased under this Agreement. Products shall not include Prototypes.

1.3 “Prototype” shall mean a preliminary version of a Product which may or may not be functional, is intended for internal use and testing and not for resale, and is not suitable for production in commercial quantities.

1.4 “Purchase Order Lead Time” shall mean the required minimum amount of time between IBM’s receipt of the purchase order issued by Customer and the requested shipment date that is necessary to accommodate manufacturing cycle time.

1.5 “Related Company” of a party hereunder shall mean a corporation, company or other entity which controls or is controlled by such party or by another Related Company of such party, where control means ownership or control, direct or indirect, of more than fifty (50) percent of: (i) the outstanding voting shares or securities (representing the right to vote for the election of directors or managing authority), or (ii) the ownership interests representing the right to make decisions for such a corporation, company or other entity (as the case may be in a partnership, joint venture or unincorporated association having no outstanding shares or securities). However, any such corporation, company or other entity shall be deemed to be a Related Company of such party only so long as such ownership or control exists.

1.6 “Service” shall mean any manufacturing activity or design, or engineering work IBM performs.

1.7 “Shipment Date” shall mean IBM’s estimated date of shipment.

2.0 AGREEMENT STRUCTURE

2.1 This Agreement consists of: (i) the Base Agreement which defines the basic terms and conditions of the relationship between the parties; and (ii) Attachments which specify the details of a specific work task. An Attachment may include additional or differing terms and conditions, however such terms and conditions apply only to that Attachment. Attachments also include any specification documents agreed to by the parties applicable to the specific work under that Attachment.

2.2 If there is a conflict among the terms and conditions of the various documents, Attachment terms and conditions govern.

2.3 Except for Product part numbers, part number descriptions, prices and quantities, purchase orders and acknowledgements will be used to convey information only and any terms and conditions on those are void and replaced by this Agreement.

2.4 Customer and its wholly owned subsidiaries may order under this Agreement. Either party may include its other Related Companies under this Agreement by written agreement with the other party.

2.5 For non-U.S. sales (sales for which IBM ships to Customer and Customer takes title outside the U.S.), the contract of sale for Products purchased under this Agreement will be between the IBM legal entity that will supply the Products (“the Plant”) and Customer. It is agreed that all such orders will incorporate the terms of this Agreement whether expressly referenced or not, and will only be accepted subject to the terms of this Agreement. Orders will be accepted by the Plant when it issues an acceptance document thereby creating the contract of sale for the Products. IBM reserves the right to enforce the provisions of this Agreement on behalf of the Plant.

2.6 For U.S. sales (sales for which IBM ships to Customer and Customer takes title within the U.S.), the contract of sale for Products purchased under this Agreement will be between IBM and Customer.

2.7 Any purchase order submitted by Customer during the term of this Agreement (whether or not it references this Agreement) for Products, Prototypes, or Services from IBM’s Microelectronics Division shall be subject to and governed by the terms and conditions of this Agreement, unless there is another signed, written agreement in place between IBM and Customer with respect to the subject matter of the purchase order. The foregoing shall be in effect regardless of whether Customer and IBM have executed any Attachment specific to the Products, Prototypes, or Services ordered. If no such Attachment has been executed, then the terms of the Attachment most recently executed by Customer and IBM shall control, except with respect to those matters which are uniquely applicable to the specific Product,

[***] CONFIDENTIAL TREATMENT REQUESTED BY MICROTUNE, INC.

CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

Prototype or Service in question (such as specific NRE charges, Product pricing, specific Items and deliverables, Product names and descriptions, Purchase Order Lead Times, and demand forecasts).

3.0 ORDER AND DELIVERY

3.1 Customer shall order Products, Prototypes and Services by issuing written purchase orders, which are subject to acceptance by IBM. [***] Purchase orders must be received by IBM in advance, with at least the Purchase Order Lead Time specified in the applicable Attachment. [***] In the event that IBM agrees to accommodate Customer’s request for expedited processing, IBM will notify Customer of the associated expedite fees, if any.

3.2 Customer is responsible for all freight and duty charges from IBM’s shipping location. Title and risk of loss pass to the Customer upon tender to the carrier for shipment to the Customer.

3.3 Customer may authorize its subcontractors to purchase Products from IBM at any time upon reasonable prior written notice to IBM. Customer shall provide IBM with written authorization to sell to each such subcontractor. Such authorization shall state the name and address of the authorized subcontractor and the specific Product(s) that Customer authorizes such subcontractor to purchase.

IBM may perform credit reviews of any subcontractor and based on the credit reviews, or for any other reason, IBM shall have the right to not sell Product to such subcontractor or to sell Product to such subcontractor under cash-in-advance, letter of credit or other payment terms, in IBM’s sole discretion. IBM reserves the right to require each subcontractor to agree, in writing, to separate terms and conditions for the purchase of Product before IBM will accept its purchase orders. IBM agrees to offer Customer’s subcontractors the same prices, warranty and cancellation terms for Products that have been agreed upon by IBM and Customer. Customer agrees to guarantee its subcontractor’s performance under such agreement. Nothing herein prevents IBM from terminating any such agreement with a subcontractor in accordance with such agreement’s terms and conditions, and Customer shall not have any rights as against IBM with respect to IBM’s sales to any subcontractors and Customer shall not be a third party beneficiary of any such agreement.

Upon sixty (60) days prior written notice, Customer may provide IBM with notice that a subcontractor is no longer authorized to purchase Product under this Agreement, provided that (1) any remedy Customer may be entitled to or seek resulting from any shipments to any such withdrawn subcontractor shall be between Customer and its subcontractor and shall not involve or otherwise affect IBM and (2) in the event of such a withdrawal, Customer will either cancel any open orders and pay any applicable cancellation charges or accept delivery of and pay for any Products then being manufactured by IBM for the subcontractor.

4.0 CUSTOMER’S RESPONSIBILITIES

Customer represents and warrants that:

4.1 Products will be: (1) integrated or incorporated into systems sold under Customer’s logo or trade name or as otherwise specified by IBM in an order confirmation; or (2) distributed in incidental additional quantities for use as service or upgrade parts in systems Customer has sold. Customer may also use up to 5% of the Products internally.

4.2 Customer will not use any Products, Prototypes or Services acquired hereunder, or sell or transfer such Products, Prototypes or Services to any others including civilian end users for use, in conjunction with medical devices or military or nuclear applications.

4.3 Customer will keep suitable records to show compliance with this Agreement. At IBM’s request, Customer will demonstrate to IBM that Customer has fully complied with the Agreement’s terms.

4.4 Customer will not: make any representations or warranties about IBM or the Products, Prototypes or Services other than those IBM specifically authorizes in writing. Neither party shall take any action or make any commitment in the other party’s name.

[***] CONFIDENTIAL TREATMENT REQUESTED BY MICROTUNE, INC.

CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

5.0 CANCELLATION AND RESCHEDULING

5.1 It is IBM’s objective to fill any order it accepts. However, not