0001136261-09-000205 Sample Contracts

LICENSE AGREEMENT
License Agreement • June 30th, 2009 • Zilog Inc • Semiconductors & related devices • California

This License Agreement (this "Agreement"), dated as of February 18, 2009 (the "Effective Date"), is made and entered into by and between ZiLOG, Inc., a Delaware corporation ("ZiLOG"), and Maxim Integrated Products, Inc., a Delaware corporation ("Maxim").

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • June 30th, 2009 • Zilog Inc • Semiconductors & related devices • California

THIS TRANSITION SERVICES AGREEMENT (this "Agreement") is entered into as of February 18, 2009, by and between Maxim Integrated Products, Inc., a Delaware corporation ("Purchaser"), and ZiLOG, Inc., a Delaware corporation ("Seller"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).

MASTER LICENSE AGREEMENT
Master License Agreement • June 30th, 2009 • Zilog Inc • Semiconductors & related devices • California

THIS LICENSE AGREEMENT, effective as of the closing date of the APA (defined in the recitals below) ("Effective Date"), is made by and between UEI Cayman Inc., a company organized under the Laws of the Cayman Islands and an Affiliate of UNIVERSAL ELECTRONICS INC. (hereinafter referred to as "Purchaser 2"), and ZiLOG, Inc., a company organized and existing under the laws of the state of Delaware, with its principal place of business at 6800 Santa Teresa Blvd., San Jose, California 95119 (hereinafter referred to as "Seller"), each on behalf of itself and its respective Subsidiaries and Affiliates.

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