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VIRL > SEC Filings for VIRL > Form 8-K/A on 9-Nov-2009All Recent SEC Filings

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Form 8-K/A for VIRAGE LOGIC CORP


9-Nov-2009

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01 Entry into a Material Definitive Agreement.

On October 14, 2009, Virage Logic Corporation (the "Company") filed a Current Report on Form 8-K reporting that it had entered into an Asset Purchase Agreement dated October 9, 2009 (the "Asset Purchase Agreement") with NXP B.V., a limited liability company incorporated in the Netherlands, pursuant to which the Company will (1) acquire certain assets (the "Acquisition") from NXP,
(2) assume liabilities relating to former employees of NXP hired by the Company that arise after the closing of the Acquisition and (3) subject to certain conditions, acquire certain rights and assume certain liabilities of NXP under contracts related to the Assets. Pursuant to the Asset Purchase Agreement, at and subject to the closing of the Acquisition the Company and NXP will enter into an Intellectual Property Transfer and License Agreement, a Technology Services Agreement and a Master License Agreement (the "Ancillary Agreements").

The Company files herewith the Asset Purchase Agreement and the forms of the Ancillary Agreements, the effectiveness of the Ancillary Agreements being subject to the occurrence of the closing of the Acquisition.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.       Description
2.1               Asset Purchase Agreement dated October 9, 2009 between NXP B.V.
                  and Virage Logic Corporation (1)

10.1              Intellectual Property Transfer and License Agreement between NXP
                  B.V. and Virage Logic Corporation (1)

10.2              Technology Services Agreement between Virage Logic Corporation
                  and NXP B.V. (1)

10.3              Master License Agreement between Virage Logic Corporation and NXP
                  B.V. (1)

(1) Portions of this exhibit have been omitted pursuant to a request for confidential treatment of those portions submitted by the Company to the Commission.


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