ASSET PURCHASE AGREEMENT between: CONEXANT SYSTEMS, Inc., a Delaware corporation; and NXP B.V. a Dutch besloten venootshap Dated as of April 29, 2008Asset Purchase Agreement • August 6th, 2008 • Conexant Systems Inc • Semiconductors & related devices • New York
This Asset Purchase Agreement is being entered into as of April 29, 2008, by and between: Conexant Systems, Inc., a Delaware corporation (the “Seller”); and NXP B.V., a Dutch besloten venootshap (the “Purchaser”). The Seller and the Purchaser are referred to collectively in this Agreement as the “Parties.” Certain other capitalized terms used in this Agreement are defined in Section 10.18.
IP LICENSE AGREEMENTIp License Agreement • August 6th, 2008 • Conexant Systems Inc • Semiconductors & related devices • New York
This IP License Agreement (this “Agreement”) is entered into as of April 29, 2008, and will become effective on the date (the “Effective Date”) of the Closing (as defined in the APA (as defined below)), by and between Conexant Systems, Inc., a Delaware corporation (the “Seller”), and NXP B.V, a Dutch besloten venootshap (the “Purchaser”). The Seller and the Purchaser are referred to collectively in this Agreement as the “Parties.” Certain other capitalized terms used in this Agreement are defined in Section 6.16.
