PC OPTICAL STORAGE TECHNOLOGY PATENT LICENSE AGREEMEN

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d.              “Change of Control” means a transaction or series of related transactions in which either (i) a party consolidates or merges with or into a third party, or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets directly or indirectly to a third party, or any third party consolidates with, or merges with or into, a party, in each case unless the direct and indirect holders of the outstanding voting stock or of other voting rights (referred to for convenience as the “voting power”) entitled to elect directors or other managing authority for such entity immediately prior to the transaction or series of related transactions will hold, directly or indirectly, more than fifty (50%) of the voting power of the surviving or transferee third party immediately after the transaction or series of related transactions; or (ii) a third party or “group” (as such term is used in Rule 13d-5 under the United States Securities Exchange Act of 1934) is or becomes, or has the right to become, the beneficial owner, directly or indirectly, of more than 50% of the total voting power of a party.

e.              “Economic Interest” means rights of a party to receive, directly or indirectly, a share of the profits of a Subsidiary associated with securities or other equity or ownership interest in such Subsidiary (including, for example, rights to receive dividends and other profit distributions), whether or not actually distributed.

f.               “Former Subsidiary” means any entity that ceases to be a Subsidiary of a party during the term of this Agreement.

g.              [****].

h.              “Licensed Product” means any product that is a PC Optical Storage Device, the manufacturing, using, selling, offering to sell, leasing, or importing of which in any country would, in the absence of the license granted by this Agreement, directly or indirectly infringe one or more claims of the Zoran Licensed Patents.

i.               “Patents” mean (i) any patent (including any utility patent, design patent, patent of importation, patent of addition, certificate of addition, certificate or model of utility) granted by the United States or any other country, (ii) any reissue, continuation, parent, division, extension, renewal, or continuation-in-part of any of the foregoing, (iii) any counterpart anywhere in the world of any of the foregoing, (iv) any patent application in the United States or any other country, and (v) any patent application that is a continuation, continuing application, continuation-in-part or division of any such application.

j.               “ PC Optical Storage Business ” means [****].

k.              “ PC Optical Storage Device ” means any data storage device [****].

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**** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [****]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

l.               “Zoran Licensed Patents” mean (i) the patents and patent applications listed in Exhibit B ; (ii) any existing or future U.S. or foreign patent or patent application from which any of the foregoing claim priority; and (iii) any counterpart, continuation, continuation-in-part, division, reissue or re-examination of any of the foregoing, whether now existing or filed after the Execution Date.

m.             “Voting Power” means the right to exercise voting power with respect to the election of directors or similar managing authority of an entity (whether through direct or indirect beneficial ownership of shares or securities of such entity or otherwise).

n.              “Sold” means any direct or indirect disposition, by sale, lease, use or otherwise, of a Licensed Product, whether or not for consideration.

2.              LICENSES

a.              Zoran’s License to MediaTek .

(i)             Subject to the limitations on the scope of license grant described in Section 2(d) below, Zoran, on behalf of itself and its Subsidiaries, hereby grants to MediaTek and its Licensed Subsidiaries, for the term of this Agreement only, a non-exclusive, non-transferable and non-assignable (except as set forth in Section 7) license, without the right to sublicense, under the Zoran Licensed Patents only, to make, have made (subject to Section 2(d) below), use, import, lease, offer to sell, sell (directly or indirectly) and otherwise transfer Licensed Products and to practice any method or process in the PC Optical Storage Business.

(ii)            No implied licenses are granted hereunder. Nothing contained in this Agreement shall expressly or by implication or by estoppel or otherwise give MediaTek any right to license Zoran Licensed Patents to any third party.

b.              [Intentionally Omitted]

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**** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [****]. [****]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

c.              Customers . The sale or lease of a Licensed Product by MediaTek or its Licensed Subsidiary to a direct or indirect customer under the license granted in Section 2(a) conveys the right for such customer to use, sell (directly or indirectly), offer to sell and import such Licensed Products as sold by MediaTek or its Licensed Subsidiary (including as part of a larger combination through the incorporation of the Licensed Products into other products to the extent necessary for the use of such Licensed Products as part of PC Optical Storage Devices).

d.              Limitations on Scope of License Grant .

(i)             [****].

(ii)            [****].

3.              PAYMENTS BY MEDIATEK

a.              License Fee . As a license fee under this Agreement, MediaTek shall pay to Zoran the sum of fifty five million United States dollars (US $55,000,000) (the “ License Fee ”) on or before February 7, 2006, as further provided for in this Section 3. The parties agree that the payment of the License Fee to Zoran is (i) not refundable, and (ii) unrelated to the volume of sales by MediaTek, and (iii) not subject to any deductions, offsets or withholdings, other than withholdings for purposes of Taiwan tax law for purposes of Section 3(d) below.

b.              Royalties . In consideration for the license granted hereunder, for the first thirty (30) months after the Effective Date, MediaTek shall pay to Zoran a monthly royalty of one million United States dollars (US $1,000,000) for each month during which at least [****] units of Licensed Products are Sold, whether by MediaTek or any of its Subsidiaries (“ Royalty ”). [****]. In no event shall the total royalties payable under this Section 3(b) exceed a total of thirty million United States dollars (US $30,000,000). No royalties shall accrue after such thirty (30) month period. Such royalties will be due and payable within thirty (30) days after the end of the calendar quarter in which such royalties accrue. MediaTek shall not be required to provide any reports regarding the volume of Licensed Products sold by MediaTek.

c.              Payment . The payment of the License Fee and Royalties shall be made to Zoran Corporation in United States currency by wire transfer to the following account:

Bank Address:                                                                  [****].

ABA Number:                                                                     [****]

Account Name:                                                              [****]

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**** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [****]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Account Number:                 [****]

Beneficiary:                            [****]

d.              Withholding Taxes .

(i)             Because of the possibility that Taiwan tax authorities may require withholding with respect to the payments under this Agreement, MediaTek shall withhold amounts from the payments made to Zoran pursuant to this Agreement at the applicable withholding tax rate and pay such amounts to the appropriate Taiwan tax authorities (the “Pre-Gross-Up Tax Withholding”). The parties shall cooperate with each other and use all reasonable efforts to reduce or eliminate such withholding tax liability as further described below.

(ii)            MediaTek will prepare and promptly file an application on Zoran’s behalf with the Taiwan tax authorities for exemption from Taiwan’s withholding taxes with respect to such payments. The parties shall cooperate and work together with respect to such application and use reasonable efforts to obtain such exemption. To the extent that a complete exemption is not available, the parties shall cooperate and work together to reduce such withholding taxes to the maximum extent possible. MediaTek and Zoran each agree to provide all documents reasonably requested by the other party in connection with such application.

(iii)           [****].

(iv)           [****].

(v)            [****].

e.              Late Payment . Any payment under this Article 3 that is not made when due shall bear interest at the lesser of the prime rate plus two percent (2%), as reported by Morgan Guaranty Trust Co. of New York, New York, or the maximum rate permitted by law, from the date that such amounts were payable under this Section 3 until the date upon which such payment is made. In any action to collect past due amounts which have not been paid in accordance with this Section 3, the prevailing party shall be entitled to receive its costs and reasonable attorneys’ fees incurred in such action as set forth in Section 9 below.

f.               Other . The above payments will remain due from MediaTek to Zoran even if the Licensed Patents are held invalid or unenforceable in a suit or other proceeding with a third party. The parties acknowledge that the payments under this Section 3 are not evidence of what a reasonable royalty would be as determined in a suit for infringement of any of the patents covered by this Agreement and are specifically

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**** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [****]. [****]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

based upon various other considerations taken into account in the negotiation of this Agreement.

4.              TERM

The term of this Agreement shall commence on the Effective Date and continue until the expiration of the last to expire of the Zo