ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On December 29, 2012, we amended the collaborative development program (CDP) agreement that we had entered into with Elpida Memory, Inc. (Elpida) in May 2008 to develop and improve certain advanced memory products. Prior to this amendment the Elpida agreement was supplemented and/or amended in August 2008, January 2009, May 2009 and July 2010.

This amendment confirms that a certain CDP Developed Technology ("First Fee Triggering Technology") shall be first utilized in a certain product ("First Product") on Jan. 1, 2013 ("First Fee Trigger Date"). In accordance with the terms of the existing agreement, in consideration for utilization of the First Fee Triggering Technology in the First Product, Elpida shall pay us an annual fee ("First Annual Contribution Fee") for a fixed period ("First Annual Contribution Fee Period") in periodic installments. The amendment modifies the timing of the payment schedule for the periodic installments during the First Annual Contribution Fee Period.

The foregoing description of the amendment does not purport to be complete and is qualified in its entirety by reference to the amendment that will subsequently be filed as an exhibit to our Annual Report on Form 10-K.

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