First Amended and Restated ASIC Attachment No. 5 To Custom Sales Agreement No. 001006

Exhibit 2.3

First Amended and Restated ASIC Attachment No. 5

To Custom Sales Agreement No. 001006

When signed by the parties where provided below, this First Amended and Restated Attachment shall be incorporated into Custom Sales Agreement No. 001006 as First amended and Restated Attachment No. 5 effective on the Closing Date as defined in the Asset Purchase Agreement (“APA”). This First Amended and Restated No. 5 shall replace Attachment No. 5 in its entirety. Attachments are governed by the terms and conditions of the Base Agreement. Contemporaneously with the execution of this Attachment, Customer and IBM or its subsidiaries are executing an APA, an Intellectual Property Agreement (“IPA”), a Design Kit License Agreement (“DKLA”), a Patent License Agreement (“PLA”), a PowerPC License Agreement (“PPCLA”) and a Core Connect Bus License Agreement (“CCLA”) and ancillary documents, (collectively, the “Operative Agreements”). Upon consummation of the transactions contemplated under the Operative Agreements, IBM will, among other things, assign or license to Customer certain technology and certain rights to certain integrated circuits which have been previously developed or which are currently under development by IBM or its subsidiaries.

Definitions

“ASIC(s)” shall mean application specific integrated circuits, as more fully defined in the Intellectual Property Agreement, as entered into on the Closing Date.

“ASSP(s)” shall mean application specific standard products, as more fully defined in the Intellectual Property Agreement, as entered into on the Closing Date.

“At Shipment of Prototypes” ( “ASP” ) shall mean the date of shipment of Prototypes to Customer.

“IBM Deliverables” shall mean the information, materials and tools supplied to Customer by IBM, as set forth in Part B of this Attachment, including, without limitation, IBM Design Kits, ASIC tool kits, and Prototype devices.

“IBM Design Kits” shall mean any IBM computer aided design software and data (including libraries) provided to Customer and supported by IBM for the purpose of designing or testing ASIC designs, as updated and enhanced from time to time.

“Initial ASIC Design Review Checklist” (“IDR”) shall mean a report in form and content as regularly used by IBM to make a preliminary assessment of the feasibility of Customer’s proposed Product design.

“Milestones” shall mean completion of the criteria specified in the (i) initial design review (“IDR Milestone”), (ii) pre-layout and timing analysis (“RTL Milestone”), and (iii) the release to manufacturing (“RTM Milestone”) stages of work and the NRE payment milestones (“Payment Milestones”) set forth in this Attachment.

“NRE” shall mean non-recurring engineering Services.

“Prototype Acceptance” shall mean Customer’s written approval of the Prototypes.

“Release to Layout Checklist” (“RTL”) shall mean a performance approval report in form and content as regularly used by IBM to document completion of the pre-layout Level Sensitive Scan Design (“LSSD”) and timing analysis.

“Release to Manufacturing Checklist” (“RTM”) shall mean a performance approval report in form and content as regularly used by IBM to document the design review milestone at the completion of the post-layout timing analysis.

“Risk Product” shall mean Product ordered by Customer prior to Prototype Acceptance. All terms and conditions for Risk Product are the same as for Product, except for terms and conditions regarding cancellation and warranty.

“Speed Binning”, “Performance Binning” and “Speed Sorting” are interchangeable terms used throughout this agreement and shall mean testing a device to determine its maximum speed performance rating in megahertz and marking the device or otherwise identifying the speed to the Customer.

Unique Terms and Conditions

The following terms and conditions are applicable to this Attachment only. Referring to the Base Agreement:

(a) Modify the following terms and conditions:

The Base Agreement to which this Attachment is made a part contains an incorporation clause, which shall not be read to preclude the provision of Section 9.2 of the APA applying to this Agreement.

Delete Section 11.2 in its entirety and replace with the following:

IBM’s liability for any and all causes or conditions under this Agreement, regardless of the basis on which Customer may be entitled to claim damages from IBM (including, fundamental breach, negligence, misrepresentation, or any other contract or tort claim, shall be limited as stated in Section 9.2 of the APA. Nothing contained in this Section 11.2 shall be construed as prohibiting or preventing either party from asserting any claims such party may have against the other in equity, including any claims of specific performance.

Delete Section 12.1 in its entirety and replace it with the following:

12.1 IBM Warranty for Product and Risk Product

12.1.1 Product:

[ * ]

12.1.2 Risk Product:

[ * ]

Delete Section 17.1 in its entirety and replace it with the following:

17.1 Either Party hereto shall be excused from the fulfillment of any obligation, except for payment obligations under this Agreement for so long as such fulfillment may be hindered or prevented by any circumstances of force majeure such as but not limited to acts of God, war, riot, strike, lockout, labor unrest, fire, flood, other natural catastrophe, national or local government regulations or any other circumstance outside its control, provided that the Party seeking to be excused shall make reasonable efforts to minimize the hindrance of such non-fulfillment to the other party.

Add the following terms to Section 10:

10.4. Notwithstanding anything in this Attachment or in the Base Agreement to the contrary, the intellectual property and materials as assigned and/or licensed to Customer by IBM on the Closing Date in the IPA, DKLA, PPCLA and CCLA (collectively, the “IBM IP”) shall not be considered as being provided by Customer for purposes of Section 10.2.1 of the Base Agreement, and the provisions of Section 10.3 of the Base Agreement shall not apply to a cause of action based on such IBM IP as incorporated into any In Scope Product or any other Product in the event such In Scope Product or other Product becomes subject to a claim pursuant to Section 10.3 to the extent solely of such IBM IP.

1.0 Term

The term of this Attachment expires on March 31, 2008.

2.0 Scope of Work

2.1 IBM will provide the Services identified in Section 8 and manufacture the Product(s) identified in Part A of this Attachment. This Attachment will include future successor or derivative Products only as agr