Inphi CORP (Form: 10-Q, Received: 11/07/2012 15:46:10)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-34942

Inphi Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware

77-0557980

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

3945 Freedom Circle, Suite 1100,

Santa Clara, California 95054

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 217-7300

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in 12b-2 of the Exchange Act). Yes ¨ No x

The total number of shares outstanding of the Registrant’s common stock, $0.001 par value per share, as of November 2, 2012 was 28,669,901.

INPHI CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012

TABLE OF CONTENTS


		Page

PART I. FINANCIAL INFORMATION			2
Item 1.	Financial Statements		2
	Unaudited Condensed Consolidated Balance Sheets at September 30, 2012 and December 31, 2011		2
	Unaudited Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2012 and 2011		3
	Unaudited Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2012 and 2011		4
	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011		5
	Notes to Unaudited Condensed Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		25
Item 4.	Controls and Procedures		26

PART II. OTHER INFORMATION			26
Item 1.	Legal Proceedings		26
Item 1A.	Risk Factors		26
Item 6.	Exhibits		27

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

INPHI CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)


	September 30, 2012			December 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	31,651		$	29,696
Investments in marketable securities		91,062			89,283
Accounts receivable, net		12,864			9,358
Inventories		4,618			5,716
Deferred tax assets		902			1,463
Income tax receivable		4,783			2,103
Prepaid expenses and other current assets		1,984			2,466

Total current assets		147,864			140,085
Property and equipment, net		12,351			9,566
Goodwill		5,875			5,875
Deferred tax assets		12,218			10,673
Deferred tax charge		5,379			6,101
Other assets, net		565			328

Total assets	$	184,252		$	172,628

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	5,301		$	5,016
Deferred revenue		2,409			1,929
Accrued employee expenses		2,587			1,703
Other accrued expenses		1,652			2,042
Other current liabilities		403			—

Total current liabilities		12,352			10,690
Other long-term liabilities		3,629			3,534

Total liabilities		15,981			14,224

Commitments and contingencies (Note 13)

Stockholders’ equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued		—			—
Common stock, $0.001 par value; 500,000,000 shares authorized; 28,639,292 and 27,882,223 issued and outstanding at September 30, 2012 and December 31, 2011, respectively		29			28
Additional paid-in capital		204,005			190,314
Accumulated deficit		(36,850	)		(32,713	)
Accumulated other comprehensive income		1,087			775

Total stockholders’ equity		168,271			158,404

Total liabilities and stockholders’ equity	$	184,252		$	172,628

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INPHI CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share and per share amounts)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Revenue	$	24,762		$	16,482		$	68,271		$	61,987
Cost of revenue		8,734			6,573			24,490			22,418

Gross profit		16,028			9,909			43,781			39,569

Operating expense:
Research and development		10,500			6,951			29,072			20,612
Sales and marketing		3,079			3,886			10,347			9,605
General and administrative		3,263			2,570			9,630			6,989

Total operating expense		16,842			13,407			49,049			37,206

Income (loss) from operations		(814	)		(3,498	)		(5,268	)		2,363
Other income		230			142			678			273

Income (loss) before income taxes		(584	)		(3,356	)		(4,590	)		2,636
Provision (benefit) for income taxes		471			(725	)		(453	)		424

Net income (loss)	$	(1,055	)	$	(2,631	)	$	(4,137	)	$	2,212

Earnings per share:
Basic	$	(0.04	)	$	(0.10	)	$	(0.15	)	$	0.08

Diluted	$	(0.04	)	$	(0.10	)	$	(0.15	)	$	0.08

Weighted-average shares used in computing earnings per share:
Basic		28,491,789			27,477,137			28,284,612			26,471,544
Diluted		28,491,789			27,477,137			28,284,612			29,365,902

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INPHI CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Net income (loss)	$	(1,055	)	$	(2,631	)	$	(4,137	)	$	2,212

Other comprehensive income (loss):
Foreign currency translation adjustment		—			—			—			30
Unrealized gain (loss) on investments, net of tax		87			(45	)		312			17

Comprehensive income (loss)	$	(968	)	$	(2,676	)	$	(3,825	)	$	2,259

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INPHI CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Nine Months Ended September 30,
	2012			2011
Cash flows from operating activities
Net income (loss)	$	(4,137	)	$	2,212
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		3,081			2,426
Stock-based compensation		9,337			4,934
Assets written off		—			1,535
Deferred income taxes		(1,334	)		(5,016	)
Excess tax benefit related to stock-based compensation		(2,145	)		(2,714	)
Amortization of premium in marketable securities		875			550
Other noncash items		136			29
Changes in assets and liabilities:
Accounts receivable		(3,589	)		(297	)
Inventories		1,098			(1,702	)
Prepaid expenses and other assets		152			(704	)
Income tax payable/receivable		783			5,370
Accounts payable		771			(509	)
Accrued expenses		494			119
Deferred revenue		480			(856	)
Other liabilities		(98	)		(357	)

Net cash provided by operating activities		5,904			5,020

Cash flows from investing activities
Purchases of property and equipment		(6,691	)		(4,456	)
Proceeds from sale of equipment		237			9
Purchases of marketable securities		(33,683	)		(97,490	)
Sales and maturities of marketable securities		31,681			8,255

Net cash used in investing activities		(8,456	)		(93,682	)

Cash flows from financing activities
Proceeds from exercise of stock options and warrants		1,644			4,214
Proceeds from employee stock purchase plan		943			—
Excess tax benefit related to stock-based compensation		2,145			2,714
Minimum tax withholding paid on behalf of employees for restricted stock units		(225	)		—
Proceeds from the secondary public offerings, net of issuance costs		—			1,050
Costs paid in connection with the initial public offering		—			(1,099	)

Net cash provided by financing activities		4,507			6,879

Effect of currency exchange rates on cash and cash equivalents		—			(1	)

Net increase (decrease) in cash and cash equivalents		1,955			(81,784	)
Cash and cash equivalents at beginning of period		29,696			110,172

Cash and cash equivalents at end of period	$	31,651		$	28,388

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

1. Organization and Basis of Presentation

Inphi Corporation (the “Company”), a Delaware corporation, was incorporated in November 2000. The Company is a fabless provider of high-speed mixed signal semiconductor solutions for the communications and computing markets. The Company’s end-to-end data transport platform delivers high signal at leading-edge data speeds, addressing performance and bandwidth bottlenecks in networks, from fiber to memory. The Company’s semiconductor solutions minimize latency in computing environments and enable the rollout of next generation communications and computing infrastructures. The Company’s solutions provide a vital high-speed interface between analog signals and digital information in high-performance systems such as telecommunications transport systems, enterprise networking equipment, datacenter and enterprise servers and storage platforms.

The interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”), Form 10-Q and Article 10 of SEC Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2011, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2012.

The interim condensed consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to state fairly the Company’s consolidated financial position at September 30, 2012, and its consolidated results of operations for the three and nine months ended September 30, 2012 and 2011 and cash flows for the nine months ended September 30, 2012 and 2011. The results of operations for the three and nine months ended September 30, 2012 are not necessarily indicative of the results to be expected for future quarters or the full year.

2. Recent Accounting Pronouncements

In May 2011, Financial Accounting Standards Board (“FASB”) issued an amendment to its accounting guidance on fair value measurement. The amendments provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between GAAP and International Financial Reporting Standards. The amendments change certain fair value measurement principles and enhance the disclosure requirements about fair value measurements. This guidance is effective during interim and annual periods beginning after December 15, 2011 and are applied prospectively. The adoption of this guidance had no impact on the Company’s consolidated financial statements.

In June 2011, FASB issued an amendment to its accounting guidance on comprehensive income. The amendments require an entity to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The amendments eliminate the option to present the components of other comprehensive income as part of the statement of equity. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company has elected to present the components of comprehensive income as a separate statement. In December 2011, the FASB issued amendments to defer the presentation on the face of the financial statements the reclassification adjustments out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented.

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

3. Investments

The following table summarizes the investments by investment category:


	September 30, 2012				December 31, 2011
	Cost		Fair Value		Cost		Fair Value
Available-for-sale securities:
US treasury securities	$	22,847	$	22,857	$	24,153	$	24,156
Municipal bonds		40,191		40,452		40,080		40,272
Corporate notes/bonds		22,107		22,244		20,150		19,862
Certificate of deposit		2,500		2,502		1,000		998
Asset backed securities		3,000		3,007		2,000		1,997
Variable rate demand notes		—		—		1,000		1,003
Commercial paper		—		—		994		995

Total investments	$	90,645	$	91,062	$	89,377	$	89,283

As of September 30, 2012, we had 8 investments that were in an unrealized loss position. The gross unrealized losses on these investments at September 30, 2012 of $9 were determined to be temporary in nature. The Company reviews the investments to identify and evaluate investments that have an indication of possible other-than-temporary impairment. Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the investee, and the intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.

The contractual maturities of available-for-sale securities at September 30, 2012 are presented in the following table:


	Cost		Fair Value
Due in one year or less	$	34,037	$	34,125
Due between one and five years		56,608		56,937

	$	90,645	$	91,062

4. Inventories

Inventories consist of the following:


	September 30, 2012		December 31, 2011
Raw materials	$	759	$	1,261
Work in process		1,309		1,910
Finished goods		2,550		2,545

	$	4,618	$	5,716

Finished goods held by distributors were $577 and $473 as of September 30, 2012 and December 31, 2011, respectively.

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

5. Property and Equipment, net

Property and equipment consist of the following:


	September 30, 2012			December 31, 2011
Laboratory and production equipment	$	19,789		$	15,643
Office, software and computer equipment		5,828			4,277
Furniture and fixtures		634			614
Leasehold improvements		3,141			3,118

		29,392			23,652
Less accumulated depreciation		(17,041	)		(14,086	)

	$	12,351		$	9,566

Depreciation and amortization expense of property and equipment for the three and nine months ended September 30, 2012 was $1,077 and $3,081, respectively. Depreciation and amortization expense of property and equipment for the three and nine months ended September 30, 2011 was $793 and $2,202, respectively.

As of September 30, 2012 and December 31, 2011, computer software costs included in property and equipment were $2,135 and $1,712, respectively. Amortization expense of capitalized computer software costs was $74 and $201 for the three and nine months ended September 30, 2012, respectively. Amortization expense of capitalized computer software costs was $59 and $171 for the three and nine months ended September 30, 2011, respectively.

6. Product Warranty Obligation

As of September 30, 2012 and December 31, 2011, the product warranty liability was $40 and $1,000, respectively. The following table sets forth changes in warranty accrual included in other accrued expenses in the Company’s consolidated balance sheets:


	Three Months Ended September 30,					Nine Months Ended September 30,
	2012			2011		2012			2011
Beginning balance	$	1,750		$	1,000	$	1,000		$	602
Accruals for warranties		40			—		790			398
Settlements		(1,750	)		—		(1,750	)		—

	$	40		$	1,000	$	40		$	1,000

In September 2010, the Company was informed of a claim related to repair and replacement costs in connection with shipments of over 4,000 integrated circuits made by the Company during the summer and fall of 2009. The Company also began to assess, provide and accumulate additional warranty reserves based on estimated, probable costs to replace units.

In March 2010, the Company developed additional tests to screen out the wafer die that might be susceptible to a suspected type of failure ultimately related to the lack of a manufacturing process design rule and resumed shipments to the customer. Based on its standard warranty provisions, the Company has provided replacement parts to the customer for the known and suspected failures that had occurred.

In 2012, based on additional review investigation and discussions with the customer, the Company booked an additional warranty accrual of $750. This amount was recorded as a reduction to revenue. In June 2012, the Company entered into a settlement agreement with the customer in which the Company paid $1,750 cash in July 2012 to settle this claim.

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

7. Other long-term liabilities

Other long-term liabilities consist of the following:


	September 30, 2012		December 31, 2011
Deferred rent	$	1,486	$	1,988
Income tax payable		2,143		1,546

	$	3,629	$	3,534

8. Income Taxes

The Company normally determines its interim tax provision using an estimated annual effective tax rate methodology. For the three and six months ended June 30, 2012, the discrete method was used to calculate the Company’s interim tax expense. The Company had determined that a calculation of an annual effective tax rate would not represent a reliable estimate due to the sensitivity of the annual effective tax rate estimate to even minimal changes to forecasted earnings for the year. Under the discrete method, the Company determines its tax expense based upon actual year-to-date results. For the three and nine months ended September 30, 2012, the Company used the estimated annual effective tax rate method to compute its interim tax expense. The Company determined that the estimated annual effective tax rate was no longer sensitive to minimal changes to forecasted earnings for the year and that it provided a reliable estimate of the interim period tax provision.

The Company recorded an income tax provision (benefit) of $471 and ($453) in the three and nine months ended September 30, 2012, respectively. During the three and nine months ended September 30, 2011, the Company recorded an income tax provision (benefit) of $(725) and $424, respectively. The effective tax rate for the three and nine months ended September 30, 2012 was (81%) and 10%, respectively from 22% and 16% in the comparable periods of 2011, respectively. The difference between the effective tax rates and the 35% federal statutory rate resulted primarily from foreign income taxes provided at lower rates, geographic mix in operating results, recognition of research and development credits, unrecognized tax benefits and stock-based compensation adjustments.

During the three and nine months ended September 30, 2012, the gross amount of the Company’s unrecognized tax benefits increased approximately $398 and $1,045, respectively as a result of tax positions taken during the current year. Substantially all of the unrecognized tax benefits as of September 30, 2012, if recognized, would affect the Company’s effective tax rate. As of September 30, 2012, the Company does not expect any significant increases or decreases to its unrecognized tax benefits within the next 12 months.

The Company does not provide for U.S. income taxes on undistributed earnings of its controlled foreign corporations that are intended to be invested indefinitely outside the United States.

In October 2012, the Company received notification from the California Franchise Tax Board that the 2009 and 2010 California tax returns will be examined. The Company believes it has adequate reserve for its uncertain tax positions, however, there is no assurance that the taxing authorities will not propose adjustments that are different from the Company’s expected outcome and such adjustments may impact the provision for income taxes.

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

9. Earnings Per Share

The following shows the computation of basic and diluted earnings per share:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Numerator
Net income (loss)	$	(1,055	)	$	(2,631	)	$	(4,137	)	$	2,212
Less amount allocable to unvested early exercised options and restricted stock award		—			2			—			(2	)

Net income (loss) allocable to common stockholders—basic and diluted	$	(1,055	)	$	(2,629	)	$	(4,137	)	$	2,210

Denominator
Weighted average common stock		28,506,782			27,500,706			28,299,605			26,495,113
Less weighted average unvested common stock subject to repurchase and unvested restricted stock award		(14,993	)		(23,569	)		(14,993	)		(23,569	)

Weighted average common stock—basic		28,491,789			27,477,137			28,284,612			26,471,544
Effect of potentially dilutive securities:
Add options to purchase common stock		—			—			—			2,878,113
Add unvested common stock subject to repurchase, unvested restricted stock award and restricted stock unit		—			—			—			3,360
Add warrants to purchase common stock		—			—			—			12,885

Weighted-average common stock—diluted		28,491,789			27,477,137			28,284,612			29,365,902

Earnings per share
Basic	$	(0.04	)	$	(0.10	)	$	(0.15	)	$	0.08

Diluted	$	(0.04	)	$	(0.10	)	$	(0.15	)	$	0.08

Net income has been allocated to the common stock, unvested early exercised options and unvested restricted stock awards based on their respective rights to share in dividends.

The following securities were not included in the computation of diluted earnings per share as inclusion would have been anti-dilutive:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Common stock options		4,836,565		4,662,314		4,828,956		641,412
Warrant to purchase common stock		2,142		—		2,142		—
Restricted stock unit		1,687,567		688,630		1,537,474		386,244
Restricted stock award and unvested common stock subject to repurchase		14,993		23,569		14,993		23,569

		6,541,267		5,374,513		6,383,565		1,051,225

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

10. Stock–Based Compensation

In 2000, the Company adopted the 2000 Stock Option/Stock Issuance Plan (the “2000 Plan”). Under the provisions of the 2000 Plan, employees, outside directors, consultants and other independent advisors who provide services to the Company may be issued incentive and non-qualified stock options to purchase common stock or may be issued shares of common stock directly. The Board of Directors is authorized to administer the 2000 Plan and establish the stock option terms, including the exercise price and vesting period. Options granted under the plan may have varying vesting schedules; however, options generally vest 25% upon completion of one year of service and thereafter in 36 equal monthly installments. Options granted are immediately exercisable and the shares issued upon exercise of the option are subject to a repurchase right held by the Company. The repurchase price under the repurchase right is the original exercise price and the right lapses in accordance with the option-vesting schedule. As of September 30, 2012 and December 31, 2011, there were no unvested shares outstanding subject to the Company’s right of repurchase. The proceeds received from the unvested early exercise of options are presented in the balance sheet as liabilities and subsequently classified to equity based on the vesting schedule. The vesting of certain options granted or shares issued under the 2000 Plan is subject to acceleration of vesting upon the occurrence of certain events as defined in the 2000 Plan.

Under the 2000 Plan, the exercise price, in the case of an incentive stock option, can-not be less than 100%, and in the case of a nonqualified stock option, not less than 85%, of the fair market value of such shares on the date of grant. The term of the option is determined by the Board but in no case can exceed 10 years.

In June 2010, the Board of Directors approved the Company’s 2010 Stock Incentive Plan (the “2010 Plan”), which became effective in November 2010. Upon completion of the Company’s initial public offering, shares originally reserved for issuance under the 2000 Plan but which were not issued or subject to outstanding grants on the effective date of the 2010 Plan, and shares subject to outstanding options or forfeiture restriction under the 2000 Plan on the effective date of the 2010 Plan that are subsequently forfeited or terminated before being exercised, become available for awards under the 2010 Plan, up to 428,571 shares. The 2010 Plan provides for the grants of restricted stock, stock appreciation rights and stock unit awards to employees, non-employee directors, advisors and consultants. The Board of Directors administers the 2010 Plan, including the determination of the recipient of an award, the number of shares subject to each award, whether an option is to be classified as an incentive stock option or nonstatutory option, and the terms and conditions of each award, including the exercise and purchase prices and the vesting or duration of the award. Options granted under the 2010 Plan are exercisable only upon vesting. At September 30, 2012, 1,659,086 shares of common stock have been reserved for future grants under the 2010 Plan.

Stock Option Awards

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Risk-free interest rate		0.86	%		2.28	%		1.34	%		2.78	%
Expected life (in years)		5.82			6.27			6.22			6.43
Dividend yield		—			—			—			—
Expected volatility		51	%		50	%		50	%		50	%

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

The following table summarizes information regarding options outstanding:


	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at December 31, 2011		4,259,106		$	7.50		7.21	$	25,168

Granted		1,408,595			13.22
Exercised		(598,221	)		2.75
Canceled		(368,394	)		13.11

Outstanding at September 30, 2012		4,701,086		$	9.38		6.54	$	16,214

Exercisable at September 30, 2012		2,702,425		$	4.85		4.78	$	16,062

Vested at September 30, 2012		2,240,904		$	4.29		4.34	$	15,115

Vested and expected to vest at September 30, 2012		4,633,438		$	9.30		6.51	$	16,193

The intrinsic value of options outstanding, exercisable and vested and expected to vest is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of the respective balance sheet dates.

The total grant date fair value of employee options vested during the nine months ended September 30, 2012 and 2011 was $2,612 and $2,499, respectively.

The weighted average grant date fair value per share of stock options granted to employees during the nine months ended September 30, 2012 and 2011 was $6.48 and $11.16, respectively.

The total intrinsic value of options exercised during the nine months ended September 30, 2012 and 2011 was $6,385 and $43,850, respectively. The intrinsic value of exercised options is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of the exercise date. Cash received from the exercise of stock options was $1,644 and $4,194, respectively, for the nine months ended September 30, 2012 and 2011.

Restricted Stock Units and Awards

The Company granted restricted stock units and awards to members of the Board of Directors and employees. Most of the Company’s outstanding restricted stock units vest over four years with vesting contingent upon continuous service. The Company estimates the fair value of restricted stock units and awards using the market price of the common stock on the date of the grant. The fair value of these awards is amortized on a straight-line basis over the vesting period.

The following table summarizes information regarding outstanding restricted stock units:


	Number of Shares			Weighted Average Grant Date Fair Value Per Share
Outstanding at December 31, 2011		726,556		$	20.58
Granted		1,159,316			12.65
Vested		(84,688	)		19.08
Canceled		(144,771	)		16.75

Outstanding at September 30, 2012		1,656,413		$	15.44

Expected to vest at September 30, 2012		1,599,657

As of December 31, 2011, the Company had 21,425 outstanding nonvested restricted stock awards, 6,432 of which vested during the nine months ended September 30, 2012 resulting to 14,993 nonvested restricted stock awards outstanding as of September 30, 2012.

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

Employee Stock Purchase Plan

In December 2011, the Company adopted the Employee Stock Purchase Plan (“ESPP”). Participants purchase the Company’s stock using payroll deductions, which may not exceed 15% of their total cash compensation. Pursuant to the terms of the ESPP, the “look-back” period for the stock purchase price is six months. Offering and purchase periods will begin on February 10 and August 10 of each year. Participants will be granted the right to purchase common stock at a price per share that is 85% of the lesser of the fair market value of the Company’s common shares at the beginning or the end of each six-month period.

The ESPP imposes certain limitations upon an employee’s right to acquire common stock, including the following: (i) no employee shall be granted a right to participate if such employee immediately after the election to purchase common stock, would own stock possessing 5% or more to the total combined voting power or value of all classes of stock of the Company, and (ii) no employee may be granted rights to purchase more than $25 fair value of common stock for each calendar year. The maximum aggregate number of shares of common stock available for purchase under the ESPP is one million shares. Total common stock issued under the ESPP during the nine months ended September 30, 2012 was 101,088.

The fair value of employee stock purchase plan is estimated at the start of offering period using the Black-Scholes option pricing model with the following average assumptions for the nine months ended September 30, 2012:


Risk-free interest rate		0.13	%
Expected life (in years)		0.50
Dividend yield		—
Expected volatility		81	%
Estimated fair value	$	4.69

Stock-Based Compensation Expense

Stock-based compensation expense is included in the Company’s results of operations as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Operating expenses
Cost of goods sold	$	210	$	66	$	529	$	226
Research and development		1,721		851		4,368		2,196
Sales and marketing		490		584		2,034		1,382
General and administrative		988		490		2,406		1,130

	$	3,409	$	1,991	$	9,337	$	4,934

Total unrecognized compensation cost related to unvested stock options, restricted stock units and awards at September 30, 2012, prior to the consideration of expected forfeitures, is approximately $33,348 and is expected to be recognized over a weighted-average period of 2.93 years.

11. Fair Value Measurements

The guidance on fair value measurements requires fair value measurements to be classified and disclosed in one of the following three categories:

Level 1 : Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 : Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability, or

Level 3 : Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

The Company measures its investments in marketable securities at fair value using the market approach, which uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The Company has cash equivalents which consist of money market funds valued using the amortized cost method, in accordance with Rule 2a-7 under the 1940 Act which approximates fair value.

The Company determines the amount of transfers between Levels 1 and 2 or transfers into or out of Level 3 by using the end-of-period fair value. The Company had no transfers among the fair value hierarchy during the three and nine months ended September 30, 2012.

The following table presents information about assets required to be carried at fair value on a recurring basis:


September 30, 2012	Total		Level 1		Level 2
Assets
Cash equivalents:
Money market funds	$	9,091	$	—	$	9,091
Investment in marketable securities:
US treasury securities		22,857		22,857		—
Municipal bonds		40,452		—		40,452
Corporate notes/bonds		22,244		—		22,244
Certificate of deposit		2,502		—		2,502
Asset backed securities		3,007		—		3,007

	$	100,153	$	22,857	$	77,296


December 31, 2011	Total		Level 1		Level 2
Assets
Cash equivalents:
Money market funds	$	12,640	$	—	$	12,640
Investment in marketable securities:
US treasury securities		24,156		24,156		—
Municipal bonds		40,272		—		40,272
Corporate notes/bonds		19,862		—		19,862
Certificate of deposit		998		—		998
Variable rate demand notes		1,003		—		1,003
Commercial paper		995		—		995
Asset backed securities		1,997		—		1,997

	$	101,923	$	24,156	$	77,767

12. Segment and Geographic Information

The Company operates in one reportable segment. The Company’s Chief Executive Officer, who is considered to be the chief operating decision maker, manages the Company’s operations as a whole and reviews consolidated financial information for purposes of evaluating financial performance and allocating resources. Revenue by region is classified based on the locations to which the product is transported, which may differ from the customer’s principal offices.

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

The following table sets forth the Company’s revenue by geographic region:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
China	$	4,896	$	2,300	$	14,028	$	18,497
United States		6,075		5,416		18,151		13,147
Korea		5,382		2,657		14,209		11,286
Other		8,409		6,109		21,883		19,057

	$	24,762	$	16,482	$	68,271	$	61,987

As of September 30, 2012, $3,555 of long-lived tangible assets are located outside the United States, of which $3,148 are located in Taiwan. As of December 31, 2011, $2,837 of long-lived tangible assets are located outside the United States, of which $2,374 are located in Taiwan.

13. Commitments and Contingencies

Leases

The Company leases its facility and certain equipment under noncancelable lease agreements expiring in various years through 2018. The Company also licenses certain software used in its research and development activities under a term license subscription and maintenance arrangement.

As of September 30, 2012, future minimum lease payments under noncancelable operating leases having initial terms in excess of one year are as follows:


2012 (remaining)	$	1,024
2013		6,339
2014		2,416
2015		1,678
2016		1,425
2017 to 2018		788

	$	13,670

For the three and nine months ended September 30, 2012, lease operating expense was $876 and $2,674, respectively. For the three and nine months ended September 30, 2011, lease operating expense was $892 and $2,548, respectively.

Noncancelable Purchase Obligations

The Company’s noncancelable purchase obligations consisted primarily of license and consulting fees the Company committed to pay under several agreements. As of September 30, 2012, the Company’s future total noncancelable purchase obligations was $178 which are all payable in 2012.

We depend upon third party subcontractors to manufacture our wafers. Our subcontractor relationships typically allow for the cancellation of outstanding purchase orders, but require payment of all expenses incurred through the date of cancellation. As of September 30, 2012, the total value of open purchase orders for wafers was approximately $1,396.

Legal Proceedings

Netlist, Inc. v. Inphi Corporation, Case No. 09-cv-6900 (C.D. Cal.)

On September 22, 2009, Netlist filed suit in the United States District Court, Central District of California, or the Court, asserting that the Company infringes U.S. Patent No. 7,532,537. Netlist filed an amended complaint on December 22, 2009, further asserting that the Company infringes U.S. Patent Nos. 7,619,912 and 7,636,274, collectively with U.S. Patent No. 7,532,537, the patents-in-suit, and seeking both unspecified monetary damages to be determined and an injunction to prevent further infringement.

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

These infringement claims allege that the Company’s iMB™ and certain other memory module components infringe the patents-in-suit. The Company answered the amended complaint on February 11, 2010 and asserted that the Company does not infringe the patents-in-suit and that the patents-in-suit are invalid. In 2010, Company filed inter partes requests for reexamination with the United States Patent and Trademark Office (the “USPTO”), asserting that the patents-in-suit are invalid.

On August 27, 2010, the USPTO ordered the request for Inter Partes Reexamination for U.S. Patent No. 7,636,274 and found a substantial new question of patentability based upon each of the different issues that the Company raised as the reexamination requestor. On September 27, 2011, the Patent Office issued a First Office Action based on the Netlist ’274 Patent Reexamination Request and rejected 91 of its 97 claims. On October 27, 2011, Netlist responded to the USPTO determination by amending some but not all of the claims, adding new claims and making arguments as to the validity of the rejected claims in view of the cited references. The Company provided rebuttable comments to the USPTO on November 28, 2011. On March 12, 2012, the Examiner issued an Action Closing Prosecution, indicating that the claims pending contain allowable subject matter, and Netlist did not respond to the Action Closing Prosecution in the time provided by the USPTO. On June 22, 2012, the USPTO issued a Right of Appeal Notice, and on July 23, 2012, the Company filed a Notice of Appeal. The Company filed its Appeal Brief on September 24, 2012 and Netlist filed its Responsive Brief on October 24, 2012. The parties are awaiting a further communication from the USPTO as the next substantive step of the proceeding. The proceeding is expected to continue in accordance with established Inter Partes Reexamination procedures.

On September 8, 2010, the USPTO ordered the request for Inter Partes Reexamination for U.S. Patent No. 7,532,537 and found a substantial new question of patentability based upon different issues that the Company raised as the reexamination requestor. The USPTO accompanied this Reexamination Order of U.S. Patent No. 7,532,537 with its own evaluation of the validity of this patent, and rejected some but not all of claims. In a response dated October 8, 2010, Netlist responded to the USPTO determination by amending some but not all of the claims, adding new claims and making arguments as to why the claims were not invalid in view of the cited references. The Company provided rebuttable comments to the USPTO on November 8, 2010 along with a Petition requesting an increase in the number of allowed pages of the rebuttable comments. On January 20, 2011, the USPTO granted the Petition in part. The Company then filed updated rebuttal comments on January 27, 2011 in compliance with the granted Petition. The USPTO has considered these updated rebuttal comments, and in a communication dated June 15, 2011, continued to reject all the previously rejected claims. The USPTO also rejected all the claims newly added in the October 8, 2010 Netlist response. In a further communication dated June 21, 2011, the USPTO issued an Action Closing Prosecution indicating that it would confirm the patentability of four claims and reject all the other pending claims. On August 22, 2011, Netlist responded to the Action Closing Prosecution by further amending some claims and making arguments as to the validity of the rejected claims in view of the cited references. The Company submitted rebuttal comments on September 21, 2011. In a further communication dated February 7, 2012, the USPTO issued a Right of Appeal Notice, which also indicated that the previous amendments to claim made by Netlist would be entered, and that the current pending claims, as amended, were patentable. The Company filed a Notice of Appeal at the USPTO on March 8, 2012, within the time period provided for filing the Notice of Appeal and Netlist did not file Notice of Cross-Appeal. The Company filed its Appeal Brief on May 8, 2012, and Netlist filed its Responsive Brief on July 2, 2012. The parties are awaiting a further communication from the USPTO as the next substantive step of the proceeding. The proceeding is expected to continue in accordance with established Inter Partes Reexamination procedures.

On September 8, 2010, the USPTO ordered the request for Inter Partes Reexamination for U.S. Patent No. 7,619,912 and found a substantial new question of patentability based upon different issues that the Company raised as the reexamination requestor. The USPTO accompanied this Reexamination Order of U.S. Patent No. 7,619,912 with its own evaluation of the validity of this patent, and initially determined that all of the claims were patentable based upon the Company’s request for Inter Partes Reexamination. Netlist did not comment upon this Reexamination Order. The USPTO on February 28, 2011 also merged the Proceedings of the Company’s Reexamination of U.S. Patent No. 7,619,912, bearing Control No. 90/001,339 with Inter Partes Reexamination Proceeding 95/000,578 filed October 20, 2010 on behalf of SMART Modular Technologies, Inc. and Inter Partes Reexamination Proceeding 95/000,579 filed October 21, 2010 on behalf of Google, Inc. In each of these other Reexamination Proceedings, the USPTO had indicated that there existed a substantial new question of patentability with respect to certain claims of U.S. Patent No. 7,619,912, but had not accompanied the Reexamination Orders related thereto with its own evaluation of the validity of this patent, indicating that such evaluation would be forthcoming at a later time. This further evaluation was received in an Office Action dated April 4, 2011, in which the Examiner rejected a substantial majority of the claims based upon a number of different rejections, including certain of the rejections originally proposed by the Company in its Request for Reexamination. This Office Action also indicated that one claim was deemed to be patentable over the prior art of record in the merged Reexamination Proceedings. After seeking and obtaining an extension of time to respond to the Office Action dated April 4, 2011, Netlist served its response on July 5, 2011, which added new claims and made arguments as to why the originally filed claims were not invalid in view of the cited references. Each of the merged Reexamination Requestors, including the Company, submitted rebuttal comments by August 29, 2011. The USPTO considered this Netlist response and each of the rebuttal comments, and in an Office Action dated October 14, 2011, continued to reject most, but not

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

all of the previously rejected claims, as well as rejected claims that had been added by Netlist in its July 5, 2011 response. After seeking and obtaining an extension of time to respond to the Office Action dated October 14, 2011, Netlist served its response on January 13, 2012, which response made amendments based upon subject matter that had been indicated as allowable in the Office Action dated October 14, 2011, added other new claims and made arguments as to why all of these claims should be allowed. The three different merged Reexamination Requestors, including the Company, timely submitted rebuttal comments on or about February 13, 2012. The merged Reexamination Proceeding will be conducted in accordance with established procedures for merged Reexamination Proceedings, with a further communication from the USPTO expected as the next substantive step.

The reexamination proceedings could result in a determination that the patents-in-suit, in whole or in part, are valid or invalid, as well as modifications of the scope of the patents-in-suit.

Based on these papers the Court in January 2012 ordered a continued stay of the proceedings until the conclusion of the reexamination and interference proceedings, and in the meantime requested that the parties file papers by January 30, 2013 stating their position on whether the stay should be extended. At this time, the Court could decide to maintain or lift the stay.

On March 29, 2012, the Company received notice of a lawsuit, entitled Claim for Confirmation of Invalidation of Dismissal etc., filed in an international jurisdiction by a former employee. The Company was subsequently served with the complaint in April 2012. Legal and other expenses and accrual of costs related to this and other matters are reflected in the Company’s financial statements as of June 30, 2012. The lawsuit was withdrawn in June 2012 and the claim was settled in July 2012.

While the Company intends to defend the foregoing lawsuits vigorously, litigation, whether or not determined in the Company’s favor or settled, could be costly and time-consuming and could divert management’s attention and resources, which could adversely affect the Company’s business.

The Company is unable to assess the possible outcome of these matters. However, because of the nature and inherent uncertainties of litigation, should the outcome of these actions be unfavorable, the Company’s business, financial condition, results of operations or cash flows could be materially and adversely affected.

Indemnifications

In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, investors, directors, officers, employees and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third-parties. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnifications. Accordingly, the Company has no liabilities recorded for these agreements as of September 30, 2012 and December 31, 2011.

14. Related Party Transactions

In 2007, the Company entered into a software subscription and maintenance agreement with Cadence Design Systems, Inc. (“Cadence”), a related party company. A member of the Company’s Board of Directors is also the Chief Executive Officer, President and a director of Cadence. The Company committed to pay $7,000 payable in 16 quarterly payments through May 2011. In December 2010, the software subscription and maintenance agreement was renewed effective June 30, 2011. Under the new agreement, the Company committed to pay $5,250 payable in 10 quarterly payments through November 2013. In June 2012, the software subscription and maintenance agreement was amended to include new licensed materials effective on September 28, 2012 and will expire on December 31, 2013. Under this amendment, the Company committed to pay $2,129 payable in 5 quarterly payments through November 2013. The Company paid $1,500 and $1,737 in the nine months ended September 30, 2012 and 2011, respectively. Operating lease expense related to the agreements included in research and development expense was $500 and $1,542 for the three and nine months ended September 30, 2012, respectively. Operating lease expense related to the agreements included in research and development expense was $550 and $1,533 for the three and nine months ended September 30, 2011, respectively.

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

15. Subsequent Events

Stock Option Exchange Offer

On September 20, 2012, the Company commenced an offering to eligible employees to voluntarily exchange certain vested and unvested stock option grants. Under the program, eligible employees holding options to purchase the Company’s common stock were given the opportunity to exchange certain of their existing options, with exercise prices at or above $16.63 per share for a predetermined smaller number of stock options to be granted following the expiration of the tender offer with exercise prices equal to the fair market value of one share of the Company’s common stock on the day the new awards were issued. Stock options to purchase an aggregate of 508,399 shares with exercise prices ranging from $16.63 to $22.07 were eligible for tender at the commencement of the program. The Company’s directors and executive officers are not eligible to participate in the program. The program is structured as a value-neutral exchange. The replacement awards would be targeted at providing value that is, in the aggregate, not greater than the fair value of the exchanged stock options. This means that the employees who participate in the program are expected to receive a number of replacement awards with an aggregate value that does not exceed the aggregate value of the stock options surrendered in the exchange. The terms and conditions of the new options, including the vesting schedules, will be substantially the same as the terms and conditions of the options cancelled.

On October 19, 2012, the offer period ended and the Company accepted for exchange and cancellation 464,899 vested and unvested eligible options to purchase common stock, with a weighted average exercise price of $21.06. In exchange, the Company issued 353,779 vested and unvested options to purchase shares of the Company’s common stock with an exercise price of $8.93, the closing price of the Company’s common stock on October 22, 2012.

Building Lease

In October 2012, the Company and its lessor amended the lease agreement for the office space in Westlake Village, California to expand the leased space by 11,432 square feet for sixty months starting January 1, 2013. In addition, the term of the lease for the current office space was extended by one year through December 31, 2017. The amended lease agreement will increase the future minimum lease payments under noncancelable operating leases having initial terms in excess of one year as follows:


2012 (remaining) and 2013		61
2014		315
2015		324
2016		334
2017		1,137

	$	2,171

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and notes to those statements included elsewhere in this Report. This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this report, the terms “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “predict,” “potential,” “plan,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements relate to future periods and include statements regarding our anticipated trends and challenges in our business and the markets in which we operate, including the market for 40G and 100G high-speed mixed signal and analog semiconductor solutions, our plans for future products, such as our isolation memory buffer, or iMB™, clock and data recovery, or CDR, and serializer/deserializer, or SerDes, products, our transimpedance amplifier, or TIA products, our quad linear driver products, expansion of our product offerings and enhancements of existing products, our expectations regarding our expenses and revenue, sources of revenue, our tax benefits, the benefits of our products and services, timing of the development of our products, our anticipated cash needs and our estimates regarding our capital requirements and our needs for additional financing, our anticipated growth and growth strategies, interest rate sensitivity, adequacy of our disclosure controls, our legal proceedings and warranty claims. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these or any other forward-looking statements. These risks and uncertainties include, but are not limited to, those risks discussed below, as well as factors affecting our results of operations, our ability to manage our growth, our ability to sustain or increase profitability, demand for our solutions, the effect of declines in average selling prices for our products, our ability to compete, our ability to rapidly develop new technology and introduce new products, our ability to safeguard our intellectual property, trends in the semiconductor industry and fluctuations in general economic conditions, and the risks set forth throughout this Report, including the risks set forth under Part I, “ Item 1A, Risk Factors”. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on current expectations and reflect management’s opinions only as of the date hereof. These forward-looking statements speak only as of the date of this Report. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

All references to “Inphi,” “we,” “us” or “our” mean Inphi Corporation.

Inphi®, iMB™ and the Inphi logo are trademarks or service marks owned by Inphi. All other trademarks, service marks and trade names appearing in this report are the property of their respective owners.

Overview

Our Company

We are a fabless provider of high-speed mixed signal semiconductor solutions for the communications and computing markets. Our end-to-end data transport platform delivers high signal integrity at leading-edge data speeds, addressing performance and bandwidth bottlenecks in networks, from fiber to memory. Our solutions minimize latency in computing environments and enable the rollout of next generation communications and computing infrastructures. Our solutions provide a vital high-speed interface between analog signals and digital information in high-performance systems such as telecommunications transport systems, enterprise networking equipment, datacenter and enterprise servers and storage platforms. We provide 40G and 100G high-speed mixed signal semiconductor solutions for the communications market and high-speed memory interface solutions for the computing market.

We have a broad product portfolio with 19 product lines and over 200 products as of September 30, 2012, including our new 100 GbE CMOS SerDes architecture, or iPHY, which is designed to enable the development of next generation low power and high port density 100 Gigabit Ethernet (100 GbE) solutions to address bandwidth bottlenecks in next generation data center and communications infrastructures.

In 2012, we started shipping samples of the IN3250TA, the first transimpedance amplifier, or TIA, for 100G reconfigurable colorless networks. We also introduced the industry’s first quad linear driver designed for linear transmitters to enable next-generation 100G/400G coherent systems to address the need for higher speed, higher performance networking infrastructure. We also began shipping in production volume our lowest power integrated phase lock loop and register buffer, which is shipping in the form of product number INSSTE32882XV.

A detailed discussion of our business may be found in Part I, Item 1, “Business,” of our 2011 Annual Report on Form 10-K.

Quarterly Update

As discussed in more detail below, for the three and nine months ended September 30, 2012 compared to the three and nine months ended September 30, 2011, we delivered the following financial performance:

•

Total revenue increased by $8.3 million, or 50%, to $24.8 million in the three months ended September 30, 2012. In the nine months ended September 30, 2012, total revenues increased by $6.3 million, or 10%, to $68.3 million.

•

Gross profit as a percentage of revenue increased to 64.7% from 60.1% in the three months ended September 30, 2012. In the nine months ended September 30, 2012, gross profit as a percentage of revenue increased to 64.1% from 63.8%.

•

Total operating expenses increased by $3.4 million, or 26%, to $16.8 million in the three months ended September 30, 2012. In the nine months ended September 30, 2012, total operating expenses increased by $11.8 million, or 32%, to $49.0 million.

•

Loss from operations decreased by $2.7 million, or 77%, to a loss from operations of $0.8 million in the three months ended September 30, 2012. In the nine months ended September 30, 2012, income from operations decreased by $7.6 million, or 323%, to a loss from operations of $5.3 million.

•

Diluted earnings per share increased by $0.06 to ($0.04) in the three months ended September 30, 2012. In the nine months ended September 30, 2012, diluted earnings per share decreased by $0.23 to ($0.15).

The increase in our revenue for the three and nine months ended September 30, 2012 was a result of an increase in demand for our high speed memory interface products, transimpedance- amplifiers and isolation memory buffer.

Total operating expenses increased due primarily to an increase in headcount and stock-based compensation expense. Our expenses primarily consist of personnel costs, which include compensation, benefits, payroll related taxes and stock-based compensation. From October 2011 to September 2012, we hired 62 new employees, primarily in the engineering department. We expect expenses to continue to increase in absolute dollars as we continue to invest resources to develop more products and to support the growth of our business. Our diluted earnings per share changed primarily due to fluctuations in revenues and operating expenses.

Our cash and cash equivalents were $31.7 million at September 30, 2012, compared with $29.7 million at December 31, 2011. We generated cash flow from operations of $5.9 million during the nine months ended September 30, 2012 compared to $5.0 million during the nine months ended September 30, 2011. Cash used in investing activities during the nine months ended September 30, 2012 was $8.5 million primarily due to purchases of marketable securities and purchases of property and equipment offset by sales and maturities of marketable securities. We generated cash flow from financing activities of $4.5 million primarily due to proceeds from exercise of stock options and employee stock purchase plan of $2.6 million and excess tax benefit of stock-based compensation of $2.1 million.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with U.S. generally accepted accounting principles, or GAAP, requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to allowances for doubtful accounts, warranty reserves, inventory reserves, stock-based compensation expense, goodwill valuation, deferred income tax asset valuation allowances, uncertain tax positions, litigation and other loss contingencies. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue, costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected. For a description of our critical accounting policies and estimates, please refer to the “Critical Accounting Policies and Estimates” section of our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2011. There have been no material changes in any of our critical accounting policies during the nine months ended September 30, 2012.

Results of Operations

The following table sets forth a summary of our statement of operations as a percentage of each line item to the revenue:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Total revenue		100	%		100	%		100	%		100	%
Cost of revenue		35			40			36			36

Gross profit		65			60			64			64

Operating expense:
Research and development		42			42			43			33
Sales and marketing		13			23			15			16
General and administrative		13			15			14			11

Total operating expenses		68			80			72			60

Income (loss) from operations		(3	)		(20	)		(8	)		4
Other income		1			—			1			—

Income (loss) before income taxes		(2	)		(20	)		(7	)		4
Provision (benefit) for income taxes		2			(4	)		(1	)		1

Net income (loss)		(4	)%		(16	)%		(6	)%		3	%

Comparison of Three and Nine Months Ended September 30, 2012 and 2011

Revenue


	Three Months Ended September 30,				Change
	2012		2011		Amount		%
	(dollars in thousands)
Total revenue	$	24,762	$	16,482	$	8,280		50	%


	Nine Months Ended September 30,				Change
	2012		2011		Amount		%
	(dollars in thousands)
Total revenue	$	68,271	$	61,987	$	6,284		10	%

Total revenue for three and nine months ended September 30, 2012 increased compared to corresponding 2011 periods due to increase in demand for our high speed memory interface products, transimpedance- amplifiers and isolation memory buffer of $7.6 million and $8.8 million, respectively. The increase in revenue for the nine months ended September 30, 2012 was partially offset by the discontinuance of legacy products supported by our Taiwan subsidiary of $1.3 million and settlement of a warranty claim with a customer that was several years old for $0.8 million.

Cost of Revenue and Gross Profit


	Three Months Ended September 30,						Change
	2012			2011			Amount		%
	(dollars in thousands)
Cost of revenue	$	8,734		$	6,573		$	2,161		33	%
Gross profit	$	16,028		$	9,909		$	6,119		62	%
Gross profit as a percentage of revenue		65	%		60	%		—		5	%


	Nine Months Ended September 30,						Change
	2012			2011			Amount		%
	(dollars in thousands)
Cost of revenue	$	24,490		$	22,418		$	2,072		9	%
Gross profit	$	43,781		$	39,569		$	4,212		11	%
Gross profit as a percentage of revenue		64	%		64	%		—		—

Gross profit for the three and nine months ended September 30, 2012 increased primarily due to increases in revenue as described above. The increase in gross profit as a percentage of revenue in the three months ended September 30, 2012 was due to a write off of developed technology intangible asset of our Taiwan subsidiary as a result of restructuring of our Taiwan subsidiary in the three months ended September 30, 2011. Gross profit as a percentage of revenue was unchanged for the nine months ended September 30, 2012 as compared to prior year.

Research and Development


	Three Months Ended September 30,				Change
	2012		2011		Amount		%
	(dollars in thousands)
Research and development	$	10,500	$	6,951	$	3,549		51	%


	Nine Months Ended September 30,				Change
	2012		2011		Amount		%
	(dollars in thousands)
Research and development	$	29,072	$	20,612	$	8,460		41	%

Research and development expenses for three and nine months ended September 30, 2012 increased due to the increase in research and development headcount and equity awards, which resulted in $2.3 million and $5.2 million increase in personnel costs and stock-based compensation expense, respectively. In addition, packaging and pre-production engineering mask costs increased by $0.4 million and $1.5 million, and consulting fees increased by $0.6 million and $1.6 million for the three and nine months ended September 30, 2012, respectively. The increase in research and development expense was primarily driven by our strategy to expand our product offerings and enhance our existing products. Specifically, we accelerated the development of our products for next generation communications networks and high-speed memory interfaces.

Sales and Marketing


	Three Months Ended September 30,				Change
	2012		2011		Amount			%
	(dollars in thousands)
Sales and marketing	$	3,079	$	3,886	$	(807	)		(21	)%


	Nine Months Ended September 30,				Change
	2012		2011		Amount		%
	(dollars in thousands)
Sales and marketing	$	10,347	$	9,605	$	742		8	%

Sales and marketing expenses for three months ended September 30, 2012 decreased primarily due to a write off of customer relationship intangible asset taken as a result of restructuring of our Taiwan subsidiary in the three months ended September 30, 2011. Sales and marketing expenses for the nine months ended September 30, 2012 increased primarily due to an increase in personnel costs, including stock-based compensation expense, consulting and recruiting fees of $1.3 million to support sales activities offset by write-off of customer relationship intangible asset of $0.7 million.

General and Administrative


	Three Months Ended September 30,				Change
	2012		2011		Amount		%
	(dollars in thousands)
General and administrative	$	3,263	$	2,570	$	693		27	%

	Nine Months Ended September 30,				Change
	2012		2011		Amount		%
	(dollars in thousands)
General and administrative	$	9,630	$	6,989	$	2,641		38	%

General and administrative expenses for the three and nine months ended September 30, 2012 increased primarily due to an increase in personnel costs and legal fees. Personnel costs, including stock-based compensation expense increased by $0.6 million and $1.5 million for the three and nine months ended September 30, 2012, respectively, due to an increase in headcount and equity awards. In addition, we recorded an accrual of costs with regard to employment and other related claims as well as associated costs of $0.2 million and $1.0 million during the three months and nine months ended September 30, 2012, respectively. Outside legal fees increased by $0.3 million for the nine months ended September 30, 2011, related primarily to litigation matters described in note 13 of the notes to our unaudited condensed consolidated financial statements.

Provision (benefit) for Income Taxes


	Three Months Ended September 30,						Change
	2012			2011			Amount			%
	(dollars in thousands)
Provision (benefit) for income taxes	$	471		$	(725	)	$	1,196			165	%

	Nine Months Ended September 30,						Change
	2012			2011			Amount			%
	(dollars in thousands)
Provision (benefit) for income taxes	$	(453	)	$	424		$	(877	)		(207	)%

The income tax expense for the three and nine months ended September 30, 2012 reflects an effective tax rate of (81%) and 10%, respectively. The effective tax rates for the three and nine months ended September 30, 2012 differs from the statutory rate of 35% primarily due to foreign income taxes provided at lower rates, geographic mix in profitability, recognition of research and development credits, unrecognized tax benefits and stock-based compensation adjustments. The income tax expense for the three and nine months ended September 30, 2011 reflects an effective tax rate of 22% and 16%, respectively. The effective tax rates for the three and nine months ended September 30, 2011 differs from the statutory rate of 35% primarily due to foreign income taxes provided at lower rates, geographic mix in profitability, recognition of research and development credits, unrecognized tax benefits and stock-based compensation adjustments.

Liquidity and Capital Resources

As of September 30, 2012, we had cash, cash equivalents and investments in marketable securities of $122.7 million. Our primary uses of cash are to fund operating expenses, purchase inventory and acquire property and equipment. Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the changes in our outstanding accounts payable and accrued expenses. Our primary sources of cash are cash receipts on accounts receivable from our revenue. Aside from the growth in amounts billed to our customers, net cash collections of accounts receivable are impacted by the efficiency of our cash collections process, which can vary from period to period, depending on the payment cycles of our major customers.

The following table summarizes our cash flows for the periods indicated:


	Nine Months Ended September 30,
	2012			2011
	(in thousands)
Net cash provided by operating activities	$	5,904		$	5,020
Net cash used in investing activities		(8,456	)		(93,682	)
Net cash provided by financing activities		4,507			6,879
Effect of currency exchange rate on cash		—			(1	)

Net increase (decrease) in cash and cash equivalents	$	1,955		$	(81,784	)

Net Cash Provided by Operating Activities

Net cash provided by operating activities during the nine months ended September 30, 2012 primarily reflected an increase in accounts payable and accrued expenses of $1.3 million, an increase in deferred revenue of $0.5 million, decrease in inventory of $1.1 million, change in income tax payable/receivable of $0.8 million, depreciation and amortization of $3.1 million, stock-based compensation of $9.3 million, amortization of premium in marketable securities of $0.9 million offset by net loss of $4.1 million and increases in accounts receivable of $3.6 million, deferred income taxes of $1.3 million and excess tax benefit related to stock-based compensation of $2.1 million. Our accounts payable and accrued expenses increased as a result of increased production volume, provision for warranty costs, employment and other related claims. Our deferred revenue increased as distributors increased their inventory level for shipment to customers in fourth quarter. Our inventory decreased due to shipments to customers in the last month of the quarter. Our receivables increased due to shipments made in the last month of the quarter.

Net cash provided by operating activities for the nine months ended September 30, 2011 primarily reflected net income of $2.2 million, change in income tax payable/receivable of $5.4 million, depreciation and amortization of $2.4 million, stock-based compensation of $4.9 million and assets written off of $1.5 million, offset by increases to inventories of $1.7 million and prepaid expenses and other assets of $0.7 million, decreases to accounts payable of $0.5 million and deferred revenue of $0.9 million, deferred income taxes of $5.0 million and excess tax benefit related to stock-based compensation of $2.7 million. Our inventories increased as a result of growing production for expected delivery to customers in the fourth quarter of 2011. Our prepaid expenses and other assets increased as a result of new subscriptions with vendors and related prepayments. Our accounts payable decreased due to payments to vendors. Our deferred revenue decreased as distributors reduced their inventory levels and shipped parts to end customers to meet their demand.

Net Cash Used in Investing Activities

Net cash used in investing activities during the nine months ended September 30, 2012, consisted of cash used to purchase property and equipment of $6.7 million and purchases of marketable securities of $33.7 million, offset by sales and maturities of marketable securities of $31.7 million.

During the nine months ended September 30, 2011, net cash used in investing activities consisted of cash used to purchase investments in marketable securities of $97.5 million and property and equipment of $4.5 million mainly for laboratory equipment and leasehold improvements for our offices in California, offset by sales and maturities of marketable securities of $8.3 million.

Net Cash Provided by Financing Activities

Net cash provided by financing activities during the nine months ended September 30, 2012 consisted primarily of proceeds from exercise of stock options and employee stock purchase plan of $2.6 million and excess tax benefit related to stock-based compensation of $2.1 million.

Net cash provided by financing activities during the nine months ended September 30, 2011 consisted primarily of $2.7 million excess tax benefit related to stock-based compensation, net proceeds from secondary offering of $1.0 million and proceeds from the exercise of stock options and warrants of $4.2 million. In addition, we also paid $1.1 million of expenses related to our initial public offering.

Operating and Capital Expenditure Requirements

Our principal source of liquidity as of September 30, 2012 consisted of $122.7 million of cash, cash equivalents and investments in marketable securities, of which $5.4 million is held by our foreign subsidiaries. Based on our current operating plan, we believe that our existing cash and cash equivalents from operations will be sufficient to finance our operational cash needs through at least the next 12 to 18 months. In the future, we expect our operating and capital expenditures to increase as we increase headcount, expand our business activities and grow our end customer base which will result in higher needs for working capital. Our ability to generate cash from operations is also subject to substantial risks described in Part II, Item 1A, Risk Factors. If any of these risks occur, we may be unable to generate or sustain positive cash flow from operating activities. We would then be required to use existing cash and cash equivalents to support our working capital and other cash requirements. If additional funds are required to support our working capital requirements, acquisitions or other purposes, we may seek to raise funds through debt financing or from other sources. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, and these newly-issued securities may have rights, preferences or privileges senior to those of existing stockholders. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operating flexibility, and would also require us to incur interest expense. We can provide no assurance that additional financing will be available at all or, if available, that we would be able to obtain additional financing on terms favorable to us.

We do not plan to repatriate cash balances from foreign subsidiaries to fund our operations in the United States. There may be adverse tax effects upon repatriation of these funds to the United States.

Contractual Obligations, Commitments and Contingencies

See note 13 of the notes to our unaudited condensed consolidated financial statements for information regarding contractual obligations, commitments and contingencies.

Recent Authoritative Accounting Guidance

See note 2 of the notes to our unaudited condensed consolidated financial statements for information regarding recently issued accounting pronouncements.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Sensitivity

We had cash and cash equivalents and investments in marketable securities of $122.7 million and $119.0 million at September 30, 2012 and December 31, 2011, respectively, which was held for working capital purposes. Our exposure to market interest-rate risk relates primarily to our investment portfolio. We do not use derivative financial instruments to hedge the market risks of our investments. We manage our total portfolio to encompass a diversified pool of investment-grade securities to preserve principal and maintain liquidity. We place our investments with high-quality issuers, money market funds and debt securities. Our investment portfolio as of September 30, 2012 consisted of money market funds, U.S. Treasuries, municipal bonds, corporate bonds, certificates of deposit, and asset backed securities. Investments in both fixed rate and floating rate instruments carry a degree of interest rate risk. Fixed rate securities may have their market value adversely impacted due to an increase in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates or if the decline in fair value of our publicly traded debt investments is judged to be other-than-temporary. We may suffer losses in principal if we are forced to sell securities that have declined in market value due to changes in interest rates. However, because any debt securities we hold are classified as available-for-sale, no gains or losses are realized in the income statement due to changes in interest rates unless such securities are sold prior to maturity or unless declines in value are determined to be other-than-temporary. These securities are reported at fair value with the related unrealized gains and losses, net of applicable taxes, included in accumulated other comprehensive income (loss), reported in a separate component of stockholders’ equity. Although, we currently expect that our ability to access or liquidate these investments as needed to support our business activities will continue, we cannot ensure that this will not change.

In a low interest rate environment, as short-term investments mature, reinvestment may occur at less favorable market rates. Given the short-term nature of certain investments, the current interest rate environment may negatively impact our investment income.

Foreign Currency Risk

To date, our international customer and vendor agreements have been denominated almost exclusively in United States dollars. Accordingly, we have limited exposure to foreign currency exchange rates and do not currently enter into foreign currency hedging transactions.

Item 4.

Controls and Procedures

Evaluation of disclosure controls and procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15 (e) under the Securities Exchange Act 1934, or the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures met. Our disclosure controls and procedures have been designed to meet reasonable assurance standards. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information set forth under Note 13 of Notes to Unaudited Condensed Consolidated Financial Statements, included in Part I, Item 1 of this Report. For an additional discussion of certain risks associated with legal proceedings, see Item 1A, Risk Factors below.

Item 1A. Risk Factors

You should carefully consider the risks described in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2011, as our business, financial condition and results of operations could be adversely affected by any of the risks and uncertainties described therein. There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011.

Item 6. Exhibits

(a) Exhibits. The following Exhibits are attached hereto and incorporated herein by reference:


Exhibit Number		Description

10.1**		Software License and Maintenance Agreement between the Company and Cadence Design Systems, Inc., effective as of June 29, 2007 and Supplemental Agreements

10.2		Lease Agreement between the Registrant and Bayland Corporation dated as of September 20, 2012.

10.3		Amended Lease Agreement between the Registrant and LBA Realty Fund III—Company VII, LLC dated as of September 30, 2012.

10.4†		Change of Control and Severance Agreement dated September 4, 2012, by and between Charlie Roach and the Registrant.

31.1		Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

31.2		Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

32.1(1)		Certificate of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

32.2(1)		Certificate of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

101.INS(2)		XBRL Instance Document

101.SCH(2)		XBRL Taxonomy Extension Schema

101.CAL(2)		XBRL Taxonomy Extension Calculation Linkbase

101.DEF(2)		XBRL Taxonomy Extension Definition Linkbase

101.LAB(2)		XBRL Taxonomy Extension Label Linkbase

101.PRE(2)		XBRL Taxonomy Extension Presentation Linkbase

†	Indicates management contract or compensatory plan.

**	Confidential treatment requested.

(1)

The material contained in Exhibit 32.1 and Exhibit 32.2 is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except to the extent that the registrant specifically incorporates it by reference.

(2)	In accordance with Rule 406T of Regulation S-T, the information furnished in these exhibits will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such exhibits will not be deemed to be incorporated by reference into any filing under the Securities Act or Exchange Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

INPHI CORPORATION,

(Registrant)

/s/ Ford Tamer

Ford Tamer

Chief Executive Officer

(Principal Executive Officer)

November 7, 2012

EXHIBIT INDEX


Number		Description

10.1**		Software License and Maintenance Agreement between the Company and Cadence Design Systems, Inc., effective as of June 29, 2007 and Supplemental Agreements

10.2		Lease Agreement between the Registrant and Bayland Corporation dated as of September 20, 2012.

10.3		Amended Lease Agreement between the Registrant and LBA Realty Fund III—Company VII, LLC dated as of September 30, 2012.

10.4†		Change of Control and Severance Agreement dated September 4, 2012, by and between Charlie Roach and the Registrant.

31.1		Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

31.2		Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

32.1(1)		Certificate of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

32.2(1)		Certificate of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

101.INS(2)		XBRL Instance Document

101.SCH(2)		XBRL Taxonomy Extension Schema

101.CAL(2)		XBRL Taxonomy Extension Calculation Linkbase

101.DEF(2)		XBRL Taxonomy Extension Definition Linkbase

101.LAB(2)		XBRL Taxonomy Extension Label Linkbase

101.PRE(2)		XBRL Taxonomy Extension Presentation Linkbase

†	Indicates management contract or compensatory plan.

**	Confidential treatment requested.

(1)

(2)	In accordance with Rule 406T of Regulation S-T, the information furnished in these exhibits will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such exhibits will not be deemed to be incorporated by reference into any filing under the Securities Act or Exchange Act

Exhibit 10.1

Confidential treatment requested.

Confidential portions of this document have been redacted and have been separately filed with the Commission.

SOFTWARE LICENSE AND MAINTENANCE AGREEMENT


				Agreement No.: 07INPH0629
				Date of Agreement:

This Software License and Maintenance Agreement (“ Agreement” ), entered into as of the date specified above, is by and between Cadence Design Systems, Inc. , a Delaware corporation having a principal place of business at 2655 Seely Avenue, San Jose, California 95134-1937, USA (“ Cadence ”), and Inphi Corporation , having a place of business at 2393 Townsgate Road #101, Westlake Village, California 91361 (“ Customer ”). Customer desires to obtain from Cadence, either directly or through an authorized Cadence reseller, rights to Use certain Licensed Materials on either a Subscription or 99-year License basis, as defined below. License Keys to the Licensed Materials may be purchased either from Cadence or an authorized Cadence reseller. Therefore, Cadence and Customer agree as follows:

1.	DEFINITIONS

The following definitions apply herein:

(a) “ Acquired Cadence Software ” means Software acquired by Cadence after the commencement of the Term of Use in a Product Quotation as the result of an acquisition by Cadence of either a third party, or the technology of a third party.

(b) “ Design Elements ” means library elements, libraries, symbols, simulation or behavioral models, circuit and logic elements and any Updates thereto included with, and used in conjunction with Software.

(c) “ Designated Equipment ” means either: (i) a server identified by serial number, or host I.D. on which the Licensed Materials are stored, or (ii) a computer or workstation, as identified by its serial number, host I.D. number or Ethernet address, to which the Licensed Materials are downloaded and Used only upon the issuance of a License Key. The Designated Equipment shall be of a manufacture, make and model, and have the configuration, capacity, (i.e., memory/disk), operating software version level and pre-requisite and co-requisite applications, prescribed in the documentation as necessary or desirable for the operation of the Software.

(d) “ Documentation ” means the user manuals and other written materials that describe the Software, its operation and matters related to its Use, which Cadence generally makes available to its commercial licensees for use with the Software and any Updated, improved or modified version(s) of such materials, whether provided in published written material, on magnetic media or communicated by electronic means.

(e) “ Effective Date ” means the date specified in each Product Quotation representing the commencement of the Term of Use for the Licensed Materials.

(f) “ Initial Configuration ” means the specific group of Licensed Materials listed in each Product Quotation that represents the Licensed Materials available for Use by the Customer on the Effective Date.

(g) “ License Key ” means a physical or electronic activation key provided to a Customer that authorizes: (i) the Licensed Materials, including version number and quantity that is licensed to a Customer; (ii) the Designated Equipment; and (iii) the codes that Customer must input to access the Licensed Materials on the Designated Equipment.

(h) “ Licensed Materials ” means the specific group of Software, Design Elements and the associated Documentation licensed to Customer. Unless otherwise specified in the Product Quotation, Licensed Materials excludes New Technology, Upgrades and Acquired Cadence Software.

(i) “ Maintenance Service(s) ” shall mean the services which Cadence makes available to Customer related to the Licensed Materials as is more particularly described in Section 9 (Technical Support) herein.

(j) “ New Technology or Upgrade ” means any enhancement(s) or addition(s) to Software (other than an Update) which Cadence does not make available to its commercial customers as a part of the standard Maintenance Service offering, but rather is only provided subject to payment of a separate fee. Neither New Technology, Acquired Cadence Software nor Upgrades are covered by, and will not be provided in consideration of the Fees already paid by Customer unless otherwise specified in a Product Quotation.

(k) “ Product Quotation ” means a written quotation from Cadence (or one of its affiliates) to Customer identifying the Licensed Materials, Initial Configuration, quantity, charges, Term of Use and other information relevant to a specific transaction which Cadence is quoting to Customer. Each Product Quotation will be included as an attachment to this Agreement and incorporated herein by reference.

(l) “ Remix ” means the exchange of Licensed Materials for other or additional Licensed Materials subject to the limitations set forth in the applicable Product Quotation.

(m) “ Software ” means any applications programming code or executable computer program(s), and any Updates thereto.

(n) “ Subscription ” means the license of Software for a fixed period of time that is less than 99 years in which the Fee for Maintenance Services is included within the Fee quoted for the entire Term of Use.

(o) “ Term of Use ” means that period of time Customer has Use of the Licensed Materials as specified in each Product Quotation.

Exhibit 10.1

Confidential treatment requested.

Confidential portions of this document have been redacted and have been separately filed with the Commission.

SOFTWARE LICENSE AND MAINTENANCE AGREEMENT


				Agreement No.: 07INPH0629
				Date of Agreement:

1.	DEFINITIONS

The following definitions apply herein:

(e) “ Effective Date ” means the date specified in each Product Quotation representing the commencement of the Term of Use for the Licensed Materials.

(l) “ Remix ” means the exchange of Licensed Materials for other or additional Licensed Materials subject to the limitations set forth in the applicable Product Quotation.

(m) “ Software ” means any applications programming code or executable computer program(s), and any Updates thereto.

(o) “ Term of Use ” means that period of time Customer has Use of the Licensed Materials as specified in each Product Quotation.

(p) “ Then Current Configuration ” means the specific group of Licensed Materials being Used by Customer after Remix.

(q) “ Update ” means a Software modification released by Cadence on a general, regularly scheduled basis as a standard Maintenance Service offering to its other commercial customers. Updated may include revisions to the Documentation. Updates do not include any Acquired Cadence Software, Upgrades or New Technology.

(r) “ Use ” means copying all or any portion of Software, Design Elements and/or License Key into the Designated Equipment or transmitting it to the Designated Equipment for; (i) executing or processing instructions contained in the Software; (ii) using, executing or modifying any of the Design Elements, or (iii) loading data into or displaying, viewing or extracting output results from or otherwise operating any portion of the Software or Design Elements, solely for the purpose of Customer’s internal design and manufacture of electronic circuits and systems.

(s) “ 99-year License ” means the license of Software for a period of 99 years in which the Licensee Fees are quoted separately from Maintenance Fees and in which Maintenance Services are not automatically included during the Term of Use, except for the first year.

2.	SCOPE AND BACKGROUND

Under this Agreement Customer can: (i) acquire licenses for a specific number of Licensed Materials and related Documentation on either a Subscription or 99-year License basis, and (ii) obtain Maintenance Services for the Licensed Materials pursuant to the provisions of this Agreement. For Software licensed on a Subscription basis, Customer shall be permitted to Use the Software on a wide area network (“WAN”) basis as described in the applicable Product Quotation. For any Software acquired by Customer through an authorized Cadence reseller the following provisions of this Agreement shall not apply: 4, 6, 13.3(b) and 13.3(c). While Cadence shall remain the “licensor” for purposes of the grant of the licenses and other rights hereunder, and Customer shall remain the “licensee” for purposes of the obligations contained herein, Customer shall contract directly with the reseller for the purchase of License Keys and any Maintenance Services on Software provided by such authorized Cadence reseller.

3.	LICENSE GRANT

(a) Grant : Subject to Customer’s timely payment of the Fees as set forth in Section 4 and subject to the limitations set forth in Sections 3(b) and 3(c), Cadence, either directly or by and through one of its affiliates, hereby grants Customer, for the Term of Use as specified in each Product Quotation, a non-transferable, non-exclusive, licensee to: (i) Use the quantity of Licensed Materials identified in the applicable Product Quotation on the Designated Equipment as established by the number of License Keys issued for the Licensed Materials; and (ii) Use the Documentation as is reasonably necessary for Customer’s licensed Use of the Licensed Materials. All rights not expressly granted to Customer pursuant to this Agreement are reserved by Cadence.

(b) Limitations : All rights, title and interest in the Licensed Materials shall remain the exclusive property of Cadence and/or its licensors. The Licensed Materials are the confidential and proprietary property of Cadence or third parties from whom Cadence has obtained the appropriate rights. Customer shall not Use or copy the Licensed Materials except as expressly permitted herein. Customer may only Use those Licensed Materials specified in the applicable Product Quotation. Customer shall not modify, disassemble, decompile or reverse translate or create derivative works from the Licensed Materials or otherwise attempt to derive the source code, or let any third party do so. No right or license is granted or implied under any of Cadence, or its licensors’, patents, copyrights, trademarks, trade names, service marks or other intellectual property rights to Use the Licensed Materials or to authorize others to Use the Licensed Materials beyond the rights and restrictions set forth in this Agreement. By the way of example and not limitation, Customer shall neither use the Software or Design Elements or output of any Software or Design Elements for benchmarking purposes (which means any form of competitive analysis of the Licensed Materials versus competitive tool products), nor permit any third party to do so. Customer shall not remove or alter any of Cadence’s or its licensors’ restrictive or ownership legends appearing on or in the Licensed Materials and shall reproduce such legends on all copies permitted to be made. Customer may periodically Remix the Initial Configuration or the Then Current Configuration only if specified in the Product Quotation and subject to the limitations set forth in the Product Quotation. Upon request by Cadence, Customer shall execute a Certificate of Discontinued Use upon the completion of each Remix for those Licensed Materials that are exchanged or terminated in the Remix.

(c) Restrictions : Customer shall not let the Licensed Materials be accessed or used by third parties or anyone other than Customer’s employees whose duties require such access or use. Notwithstanding the foregoing, Customer’s authorized consultants and subcontractors (excluding any direct competitors of Cadence) may Use the Licensed Materials on the Designated Equipment at a Customer facility only, where such Use is incidental to their performing services on Customer’s behalf. Such Use by authorized consultants and subcontractors must be consistent with the license granted to Customer hereunder and Customer must first require such authorized consultants and subcontractors to sign written agreements obligating them to observe the same restrictions concerning the Licensed Materials as are contained in this Agreement. In connection with activities under this Agreement, Customer may provide to Cadence suggestions, descriptions, data feedback and other information, either orally or in writing (collectively, “Feedback”) concerning the Licensed Materials. Customer hereby grants to Cadence and its affiliates, a non-exclusive, perpetual, irrevocable,

royalty-free, worldwide right and license to make, use, sell, reproduce, modify, sublicense, disclose, distribute and otherwise exploit any such Feedback. In addition, Cadence shall be the sole owner of any modifications, additions or other changes made to the Licensed Materials based upon such Feedback. The Licensed Materials may contain certain software applications and portions of applications which are provided to Customer under terms and conditions which are different from this Agreement (such as open source or community source), or which require Cadence to provide Customer with certain notices and/or information (“Excluded Code”). Cadence will identify such Excluded Code in a text file or about box or in a file or files referenced thereby (and shall include any associated license agreement, notices and other related information therein), or the Excluded Code will contain or be accompanied by its own license agreement. Customer’s Use of the Excluded Code will be subject to the terms and conditions of such other license agreement solely to the extent such terms and conditions are inconsistent with the terms and conditions of this Agreement or are required by such other license agreement. By using or not uninstalling such Excluded Code after the initial installation of the Excluded Code Customer acknowledges and agrees to all such license agreements, notices and information.

(d) Records; Audit . Customer shall keep full, clear and accurate records to confirm its authorized Use of the Licensed Materials hereunder, including but not limited to ensuring that Customer has not exceeded the number of authorized copies of Licensed Materials and other obligations hereunder. Cadence shall have the right to audit such records during regular business hours to confirm Customer’s compliance with its obligations hereunder. Customer shall promptly correct any deficiencies discovered by such audit including payment to Cadence of the amount of any shortfall in Fees uncovered by such audit plus interest at the rate set forth in Section 4(a) below. If the audit uncovers any shortfall in payment of more than five percent (5%) for any quarter, then Customer shall also promptly pay to Cadence the costs and expenses of such audit, including fees of auditors and other professionals incurred by Cadence in connection with such audit.

4.	FEES; TAXES

(a) Fees and Payment : Customer shall pay Cadence the license fees (“ License Fees ”) and maintenance service fees (“ Maintenance Service Fees ”) (collectively, the “ Fees ”). Such Fees shall be remitted so that they are received by Cadence by the dates and in the amounts set forth in the Product Quotation and, except as expressly provided herein, are non-refundable. In addition, Customer’s obligation to remit License Fee payments to Cadence in accordance with the payment schedule set forth in the Product Quotation shall be absolute, unconditional, noncancelleable and nonrefundable, and shall not be subject to any abatement, set-off, claim, counterclaim, adjustment, reduction, or defense for any reason, including, but not limited to, any claims that Cadence failed to perform under this Agreement or termination of this Agreement. Past due amounts shall be subject to a monthly service charge of one and one-half percent (1 ¹ / ₂ %) per month of the unpaid balance or the maximum rate allowable by law. In addition to all other sums payable hereunder, Customer shall pay all reasonable out-of-pocket expenses incurred by Cadence, including fees and disbursements of counsel, in connection with collection and other enforcement proceedings resulting therefrom or in connection therewith.

(b) Taxes : All Fees are net. Customer will pay or reimburse all taxes, duties and assessments, if any due, based on or measured by amounts payable to Cadence in any transaction between Customer and Cadence under this Agreement (excluding taxes based on Cadence’s net income) together with any interest or penalties assessed thereon, or furnish Cadence with evidence acceptable to the taxing authority to sustain an exemption therefrom (collectively, “ Taxes ”).

5.	TERM AND TERMINATION

(a) Term : This Agreement is entered into as of the date specified on the initial page and shall continue unless terminated as provided in Section 5(c) (“ Term ”). The Term of Use for Licensed Materials shall continue unless the applicable Product Quotation is terminated as provided in Section 5(b). For Software licensed on a 99-year basis, Maintenance Services are only provided for the initial year. Maintenance Services are thereafter renewable by Customer for additional periods upon issuance of a Product Quotation by Cadence and payment by Customer of the Maintenance Services Fees.

(b) Termination of Product Quotation : Any Product Quotation hereunder may be terminated by Cadence: (i) if Customer fails to pay when due all or any portion of any amounts payable under such Product Quotation, and such failure is not cured within ten (10) days after written notice; or (ii) in the event of a breach by Customer of any other material provision of the Product Quotation where Customer fails to correct such breach within thirty (30) days of its receipt of written notice thereof. In addition, in the event Customer fails to pay any Fees due under a Product Quotation, Cadence may delay delivery of any License Key until Customer pays such past due amounts.

(c) Termination of Agreement : This Agreement may be terminated by Cadence immediately if; (i) Customer breaches any provisions of Section 3 herein, or (ii) Customer becomes insolvent or makes an assignment for the benefit of creditors, or a trustee or receiver is appointed for Customer or for a substantial part of its assets, or bankruptcy, reorganization or insolvency proceedings shall be instituted by or against Customer; or (iii) if Customer breaches any other material provision of this Agreement and fails to correct such breach within thirty (30) days of its receipt of written notice thereof; or (iv) if an “Event of Default” (as defined in the Installment Payment Agreement “ IPA ”) occurs and is continuing under any IPA in favor of Cadence or Cadence Credit (if Customer enters into such an IPA in order to finance the License Fees). Termination of this Agreement shall immediately terminate any Product Quotations then in effect.

(d) Effect of Termination : Expiration or termination of a Product Quotation or the Agreement as specified in Sections 5(b) or 5(c) above, shall simultaneously terminate all Customer’s rights for licenses and Cadence’s obligations with respect thereto. Within thirty (30) days after such expiration or termination, Customer shall: (i) furnish Cadence written notice certifying that the original and all copies, of the Licensed Materials furnished by Cadence under this Agreement or made by Customer as permitted by this Agreement, have either been returned to Cadence or destroyed and no copies or portions thereof remain in the possession of Customer, its employees or agents; and (ii) make prompt payment in full to Cadence for all amounts then due plus the present value (discounted at the lesser of; (a) the then current one year U.S. Treasury Bill Rate and, (b) the one year U.S. Treasury Bill Rate as of the Effective Date) of the unpaid balance of the License Fees as set forth in the Product Quotation, together with any applicable Taxes. Sections 3(c), 4, 5(d), 11(b), 12, 13.6, 13.7 and 13.8 shall survive expiration or termination of this Agreement.

6.	ORDERING

If required by Customer, Customer shall order Licensed Materials and Maintenance Services using its standard purchase order forms. All Customers orders shall: (i) conform to and cite this Agreement; and (ii) describe the Licensed Materials and/or Maintenance Services ordered (by Cadence’s product numbers and nomenclature), and (iii) identify the quantity, price, ship and bill to addresses and (iv) include such other data as Cadence may reasonably require. This Agreement shall govern all Customer purchase orders accepted by Cadence during the Term and within the scope of this Agreement. Any terms and conditions contained or incorporated by reference in purchase orders, acknowledgements, invoices, confirmations or other business forms of either party which add to or differ from the terms and conditions of this Agreement or the attachments made a part hereof shall be of no force or effect whatsoever concerning the subject matter of this Agreement, and either party’s failure to object thereto shall not be deemed a waiver of such party’s rights hereunder. Cadence has the right to discontinue the sale of licenses of the Licensed Materials at any time. Discontinued Licensed Materials, or Licensed Materials for which Maintenance Services are no longer available, may no longer be Remixed by Customer or acquired during the Term of Use under a Product Quotation.

7.	SHIPMENT

Upon execution of this Agreement and acceptance of an order by Cadence or an authorized Cadence reseller, all Cadence Software is available fore download by Customer from Cadence, provided however Customer shall only Use Cadence Software for which a License Key has been purchased from either Cadence or an authorized Cadence reseller. Delivery of any tangible media requested by Customer hereunder shall be made F.O.B. point of shipment. Customer shall pay all shipping charges, including insurance. Risk of loss shall pass to Customer upon delivery to carrier.

8.	COPIES AND TRANSFER

(a) Copies: Customer may make a reasonable number of copies of Software for either of the following purposes only: (i) archival purposes; or (ii) for Use as a back-up when the Software is not operational. Customer may make a reasonable number of copies of Design Elements in connection with its authorized Use of such Design Elements. All legends, trademarks, trade names, copyright legends and other identifications must be copied when copying the Licensed Materials. Documentation may not be copied except for a reasonable number of printed copies from the Documentation provided by Cadence.

(b) Relocation: The Licensed Materials may only be moved from the Designated Equipment with Cadence’s prior written consent. Customer will immediately return Cadence’s Rehost Certificate when the Licensed Materials are moved. Customer shall completely remove the Licensed Materials from the previous Designated Equipment.

9.	TECHNICAL SUPPORT

Subject to the terms and conditions of this Agreement, and Customer’s timely payment of applicable Fees, Cadence agrees to use commercially reasonable efforts to perform, or have provided, during the Term of Use specified in a Product Quotation, the following technical assistance with respect to the Licensed Materials:

(a)

Maintenance Services :

(1) Technical Support : Cadence will make technical assistance available to Customer through Cadence Customer Support between 8:00 a.m. and 5:00 p.m., local time (the “ Prime Shift ”), Monday through Friday excluding Cadence’s holidays.

(2) Issue Resolution Assistance : Cadence will acknowledge receipt of Customer’s service request (a “ SR ”) within four (4) Prime Shift hours. Customer’s SR shall include a detailed description of the nature of the issue, the conditions under which it occurs and other relevant data sufficient to enable Cadence to reproduce a reported error in order to verify its existence and diagnose its cause. Upon completion of diagnosis Cadence will provide Customer appropriate assistance in accordance with Cadence’s standard commercial practices, including furnishing Customer with an avoidance procedure, bypass, work-around, patch or hot-fix (i.e., a Customer specific release for a production stopping problem with no work-around) to correct or alleviate the condition reported.

(3) Update(s) : Cadence will provide Customer Update(s) for the Licensed Materials. Cadence will also provide instructions and/or Documentation that Cadence considers reasonably necessary to assist in a smooth transition for Use of an Update.

(4) Communication : Cadence will provide Customer: (i) access to Cadence’s SourceLink ^™ online Customer support service; and, (ii) such newsletters and other publications, as Cadence routinely provides or makes accessible to all Maintenance Service customers to furnish information on topics such as Software advisories, known problem and solution summaries, product release notes, application notes, product descriptions, removal of an item from a product line, training class descriptions and schedules, bulletins about user group activity and the like.

(5) Versions Support : Customer acknowledges that, subject to Cadence’s End Sale/End Support Process, Cadence will maintain only the most current version of the Licensed Materials. Cadence shall also maintain the last prior version of the Licensed Materials until the earlier of six (6) months from the release of each new version release, or termination of this agreement.

(b)

Customer’s Responsibilities :

Customer shall:

(1) Notification : Notify Cadence promptly through Cadence’s electronic problem reporting software available via SourceLink. If Customer does not receive Cadence’s acknowledgment of its receipt of such report within four (4) PrimeShift hours, Customer shall promptly re-transmit such report.

(2) Access : If requested by Cadence, allow Cadence access to the Designated Equipment and communication facilities during the Prime Shift and subject to Customer’s security and safety procedures and provide Cadence reasonable work space and other normal and customary facilities.

(3) Assistance : Provide Cadence with reasonable assistance as requested if Maintenance Services are performed on site at customer’s facility and ensure that a Customer employee is present.

(4) Test Time : Provide sufficient support and test time on Customer’s Designated Equipment to allow Cadence to duplicate an error and verify if it is due to Licensed Materials, and when corrections are complete, acknowledge that the error has been resolved.

(5) Standard of Care : Provide the same standard of care for the Licensed Materials that Customer applies to its own products or data or like value to its business and return any defective Licensed Materials or attest in writing to the destruction of same as directed by Cadence.

(6) Support : Promptly inform Cadence in writing if Customer develops interfaces to the Licensed Material, and provide such information as Cadence determines necessary to properly maintain the Licensed Material.

(7) Data Necessary : Provide data sufficient to enable Cadence to replicate a reported error on its own computers as the CRC.

(c) Excluded Services : Maintenance Services required in connection with or resulting from the following are excluded from this Agreement:

(1) abuse, misuse, accident or neglect; or, repairs, alterations, and/or modifications which are not permitted under this Agreement and which are performed by other than Cadence or its agents; or

(2) the relocation of Licensed Materials from one unit of Designated Equipment to another or from the Customer location; or making changes due to Customer’s decision to reconfigure the Licensed Material or the system or network upon which it is installed; or

(3) maintenance, malfunction, modification of the Designated Equipment or its operating system; or

(4) Use of the Licensed Material on a hardware platform other than the Designated Equipment; or use of other than the most current or last prior release of the Licensed Material as specified in Section 9(a)(5); or

(5) Customer’s failure to maintain configuration environment (i.e., memory disk capacity, operating system revision level, prerequisite or co-requisite items, etc.) specified in the Documentation or to supply adequate backups.

(d) Additional Services : If Cadence agrees to perform services requested by Customer which are not included as part of this Agreement, such services shall be billed to Customer at prices and terms to be agreed by the parties.

10.

PROPRIETARY RIGHTS INDEMNITY

Cadence will defend at its own expense, or its option reimburse Customer for reasonable costs of defense, in connection with any legal action brought against Customer to the extent that it is based on a claim or allegation that any Software infringes a U.S. patent or copyright of any third party, and Cadence will pay any costs and damages finally awarded against Customer in any such action that are attributable to any such claim or incurred by Customer through settlement thereof, but shall not be responsible for any compromise made or expense incurred without its consent. However, such defense and payments are subject to the condition that Customer gives Cadence prompt written notice of such claim, allows Cadence to direct the defense and settlement of the claim, and cooperates with Cadence as necessary for defense and settlement of the claim. Should any Licensed Materials, or the operation thereof, become or in Cadence’s opinion be likely to become, the subject of such claim, Cadence may, at Cadence’s option and expense, procure for Customer the right to continue using the Licensed Materials, replace or modify the Licensed Materials so that they become non-infringing, or terminate the license granted hereunder for such Licensed Materials and refund to Customer the Fees (less a reasonable charge for the period during which Customer has had availability of such Licensed Materials for Use and of the Maintenance Services). Cadence will have no liability for any infringement claim to the extent it; (i) is based on modification of Licensed Materials other than by Cadence, with or without authorization; or (ii) results from failure of Customer to Use and Updated version of the Licensed Materials; or (iii) is based on the combination or Use of a Licensed Materials with any other

software, program or device not provided by Cadence if such infringement would not have arisen but for such use or combination; or (iv) results from compliance by Cadence with designs, plans or specifications furnished by Customer, or (v) is based on any products, devices, software or applications designed or developed through Use of the Licensed Materials. THE FOREGOING STATES CADENCE’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR PROPRIETARY RIGHTS INFRINGEMENTS.

11.

LIMITED WARRANTY

(a) Cadence warrants for thirty (30) days after shipment that the recording media by which the Licensed Materials are furnished is free of manufacturing defects and shipping damage if the media has been properly installed on the Designated Equipment. Cadence does not warrant that Licensed Materials will meet Customer’s requirements or that Use of the Licensed Materials will be uninterrupted or error free. As Customer’s exclusive remedy and Cadence’s entire liability for breach of the warranty herein, Cadence will provide a replacement magnetic media containing the Licensed Materials ordered by Customer.

(b) EXCEPT AS PROVIDED ABOVE CADENCE MAKES NO WARRANTIES TO CUSTOMER WITH RESPECT TO THE LICENSED MATERIALS OR ANY SERVICE, ADVICE, OR ASSISTANCE FURNISHED HEREUNDER, AND NO WARRANTIES OF ANY KIND, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM COURSE OF DEALING OR USAGE IN TRADE SHALL APPLY.

12.

LIMITATION OF LIABILITY

Cadence’s cumulative liability to Customer for all claims of any kind resulting from Cadence’s performance or breach of this Agreement or the Licensed Materials or Maintenance Services furnished hereunder shall not exceed, to the extent collected by Cadence, the Fees actually received by Cadence from Customer under a Product Quotation for the Licensed Materials or Maintenance Services which are the subject of such claim, regardless of whether Cadence has been advised of the possibility of such damages or whether any remedy set forth herein fails of its essential purpose or otherwise. CADENCE SHALL NOT BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTES, LOSS OF PROFITS, INTERRUPTION OF BUSINESS, OR FOR ANY OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE.

13.

GENERAL PROVISIONS

13.1

NOTICES

Notices to Customer shall be sent to the address on the initial page and to Cadence at 2655 Seely Avenue, San Jose, California 95134 USA, Attn: Legal Department or such new address as a party specifies to the other in writing.

13.2

EXPORT

The Licensed Materials may not be exported without the prior written consent of Cadence. The Licensed Materials and all related technical information or materials are subject to export controls and (are or may be) licenseable under the U.S. Government export regulations. Customer will not export, re-export, divert, transfer or disclose, directly or indirectly the Licensed Materials and any related technical information or materials without complying strictly with all legal requirements including without limitation obtaining the prior approval of the U.S. Department of Commerce and, if necessary, other agencies or departments of the U.S. Government. Licensee will execute and deliver to Cadence such “Letters of Assurance” as may be required under applicable export regulations. Customer shall indemnify Cadence against any loss related to Customer’s failure to conform to these requirements.

13.3

ASSIGNMENT

(a) No Assignment : Customer may not delegate, assign or transfer this Agreement, or any of its rights and obligations under this Agreement, and any attempt to do so shall be void. Customer agrees that this Agreement binds Customer and each of its affiliates and the employees, agents, representatives and persons associated with any of them. Without limitation of the foregoing, an assignment, delegation or transfer shall include, but not be limited to a sale of substantially all of the assets of Customer, a merger, a re-organization, or change in control of fifty percent (50%) or more of the equity of Customer (a “ Change in Control ”). No transfer, delegation or assignment (including, without limitation, an assignment by operation of law) of this Agreement may be made without the prior written consent of Cadence. Such prior written consent by Cadence may be withheld at Cadence’s sole discretion. As used in this Agreement, assignment shall not include, and no consent shall be required, (1) if Customer raises additional capital through sale of equity (either privately or through a public offering) or debt instruments, provided that the additional equity issued does not result in a Change in Control, (2) if Customer changes its state of incorporation, or (3) if Customer reorganizes its corporate structure without a change in its equity structure.

(b) Assignment of License Fees : Cadence may sell or assign the Licensee Fees owing under this Agreement to third-parties (“ Assignee ”). Upon written notice to Customer that the right to the Licensee Fees hereunder has been assigned, in whole or in part, Customer shall, if requested, pay all assigned amounts directly to Assignee. Customer waives and agrees it will not assert against Assignee any abatement, set-off, claim, counterclaim,

adjustment, reduction, or defense it may have against Cadence for any reason, including, but not limited to, any claims that Cadence failed to perform under this Agreement or termination of this Agreement. Customer waives all rights to make any claim against Assignee for any loss or damage to the Licensed Materials or breach of any warranty, express or implied, as to any matter whatsoever, including but not limited to the Licensed Materials and service performance, functionality, features, merchantability or fitness for a particular purposes, or any indirect, incidental or consequential damages or loss of business.

(c) Obligations : In the event Cadence assigns the Fees due hereunder, Customer shall pay Assignee all Licensee Fees due and payable under this Agreement, but shall pursue any claims under this Agreement against Cadence. Except as provided in Section 5, neither Cadence nor its Assignees will interfere with Customer’s quiet enjoyment or Use of the Licensed Materials in accordance with this Agreement’s terms and conditions. Notwithstanding any assignment of the Fees by Cadence, Cadence shall remain obligated to perform all of its obligations under this Agreement.

13.4

U.S. GOVERNMENT CONTRACT PROVISIONS

This Agreement is for Customer’s temporary acquisition of Licensed Materials for its internal Use. No Government procurement regulation or contract clauses or provision shall be deemed a part of any transaction between the parties under this Agreement unless its inclusion is required by law, or mutually agreed upon in writing by the parties in connection with a specific transaction. Customer acknowledges that Cadence represents that the Licensed Materials and Documentation consist of “commercial computer software” and “commercial computer software documentation” as such terms are defined in 48 C.F.R. 252.227-7014(a)(1) (JUN 1995) and such Licensed Materials are “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 (OCT 1995); that such Licensed Materials and Documentation constitute trade secrets of Cadence for all purposes of the Freedom on Information Act an dif provided to the Government for; (i) acquisition by or on behalf of civilian agencies, are provided in accordance with the policy set forth in 48 C.F.R. 12.212; or (ii) acquisition by or on behalf of units of the Department of Defense, in accordance with the policies set forth in 48 C.F.R. 227.7202-1 (JUN 1995) and 227.7202-3 (JUN 1995).

13.5

FORCE MAJEURE

Except for Customer’s payment obligations pursuant to Section 4, neither party shall be liable to the other party for delay in performing its obligations, or failure to perform any such obligations under this Agreement, if the delay or failure results from circumstances beyond the reasonable control of the party, including but not limited to, any acts of God, governmental act, fire, explosion, accident, war, armed conflict or civil commotion.

13.6

WAIVER and SEVERABILITY

Failure by either party to enforce at any time any provision of this Agreement, or to exercise any election of options provide herein, shall not constitute a waiver of such provision or option, nor affect the validity of this Agreement or any part thereof, or the right of the waiving party to thereafter enforce each and every such provisions. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect.

13.7

GOVERNING LAW

The procedural and substantive laws of the State of California, U.S.A., without regard to its conflicts of laws principles, will govern this Agreement. Any action brought to enforce this Agreement or its terms shall be brought within the state or federal courts of Santa Clara County, California. The parties agree that the United Nations Conventions on Contracts for the International Sale of Goods (1980) is specifically excluded from and shall not apply to this Agreement.

13.8

ENTIRE AGREEMENT

This Agreement and the attachments hereto are the complete and exclusive statement of the agreement between the parties and supersede all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. Only a written instrument duly executed by authorized representatives of Cadence and Customer may modify this Agreement.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE ENTERED INTO THIS AGREEMENT AS OF THE DATE OF AGREEMENT SET FORTH ABOVE.


CUSTOMER		CADENCE DESIGN SYSTEMS, INC.

By:	/s/ Tim D. Semones	By:	/s/ Michael J. Williams
Name:	Tim D. Semones	Name:	Michael J. Williams
Title:	CFO	Title:	VP and Associate General Counsel
Date:	6/29/07	Date:	6/29/07

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

REDACTED MATERIAL IS MARKED WITH ASTERISKS (“***”).

PRODUCT QUOTATION

eDAcard

Attachment A to the Software License and Maintenance Agreement

SLMA-07INPH0629 (“Agreement”)

Inphi Corporation (“CUSTOMER”)

Tim Semones

2393 Townsgate Road, Suite 101

Westlake Village, CA 91361

CADENCE DESIGN SYSTEMS, INC.

2655 Seely Avenue

San Jose, California 95134

Attachment Effective Date: 29-Jun-07

Attachment Expiry Date: ***


eDA PLATINUM card
eDAcard Activation Period
Activation Period Effective Date: 29-Jun-07
Activation Period Expiry Date: ***
Termination Date: ***
eDAcard Balance:	$	7,000,000
eDAcard Site(s):
Distribution of eDAcard Balance:
The following authorized users & specific site(s) will be issued eDAcard(s) as indicated below
Ed Miller – Westlake Village, CA 91361 $7,000,000 emiller@inphi-corp.com
eDAcard WAN Premium: *% LOCAL; % REGION; **% MULTI-REGION
eDAcard Platinum Discount Rate: ***%
Note: All other Licensed Materials not listed in Addendum A may be drawn down as their respective list price less ***% discount.
eDAcard Platinum number: TBD
eDAcard Fees	$	7,000,000


Payment Terms		Total
Total Fees Due	$	7,000,000


Payment Schedule

Payment	Invoice Date	Due Date	Total Amount
1	***	***	$***
2	***	***	$***
3	***	***	$***
4	***	***	$***
5	***	***	$***
6	***	***	$***
7	***	***	$***
8	***	***	$***
9	***	***	$***
10	***	***	$***
11	***	***	$***
12	***	***	$***
13	***	***	$***
14	***	***	$***
15	***	***	$***
16	***	***	$***
Total [USD]			$7,000,000

The parties hereby agree to the foregoing terms and conditions in addition to the terms and conditions attached hereto which are hereby incorporated by reference.

Inphi Corporation

Initials

TbS

Product Quotation

Page 1

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

REDACTED MATERIAL IS MARKED WITH ASTERISKS (“***”).

Product Quotation

Terms and Conditions

For Floating Pool

eDAcard License Model

Customer and Cadence entered into a Fixed Term License Agreement (Agreement No. FTLA-00TCOM1218) on or about December 18, 2000 ( “FTLA” ) Customer and Cadence have also entered into the following Product Quotations: Product Quotation Attachment G effective August 31, 2005 ( “Attachment G” ), Product Quotation Attachment H effective September 26, 2006 ( “Attachment H” ), and Product Quotation Attachment J effective September 30, 2006 ( “Attachment J” ). The parties are entering into a new Software License and Maintenance Agreement (Agreement No. SLMA-07INPH0629) of even date herewith ( “Agreement” ), which will supersede the FTLA. Upon the Effective date of this Product Quotation Attachment ( “Attachment” ), the FLTA and Attachments G, H, J and all rights, duties and obligations thereunder (except those provisions that survive termination on their own terms, if any, will automatically terminate). Customer understands and agrees that its right to Use any Licensed Programs (as defined in the FLTA) licensed under Attachments G, & J shall immediately terminate upon the effective date of this Attachment, except that Customer shall have a reasonable period of time, not to exceed thirty (30) days, to transition from the license keys issued under Product Quotation Attachments G, & J to the license key issued under this Attachment. Customer understands and agrees that upon execution of this Attachment, the rights and obligations of the parties under Attachment H shall immediately terminate except for; (i) License Keys for Licensed Programs which have not yet expired the Use of which shall continue to be governed by the FTLA, and (ii) those provisions that survive termination on their own terms, if any. Customer understands and agrees that its right to select and Use any additional licensed Programs licensed under Attachment H is immediately terminated. Upon execution of this Attachment Customer shall make payment of $*** to Cadence in connection with termination of Attachments G, H, and J.

This Product Quotation Attachment (“Attachment”) contains the terms and conditions for Customer’s Use of Licensed Materials based upon Cadence’s eDAcard Platinum license model. This Attachment is a Product Quotation as defined in the Software License and Maintenance Agreement (“Agreement”) between the parties hereto.

A.	eDAcard LICENSING MODEL

Availability of Licensed Materials: Cadence’s eDAcard licensing model establishes a mechanism whereby Customer may access, select and Use Licensed Materials through Cadence’s web site ( “eDAcard Web Site” ) during the eDAcard activation period. The activation period is defined as beginning on the Activation Period Effective Date and ending on the Activation Period Expiry Date ( “eDAcard Activation Period” ) as set forth on page 1 of this Attachment. Use of the Licensed Materials will be pursuant to the terms and conditions of the Agreement and this Attachment. A list of the available Licensed Materials can be viewed in the eDAcard Web Site. Licenses for the Licensed Materials, which includes Maintenance Services, can be selected for a pre-determined duration (i.e. weekly, monthly, quarterly, yearly or any combination thereof) ( “Term of Use” ). In no event, however, shall the Term of Use for any Licensed Materials licensed during the eDAcard Activation Period extend beyond the Attachment Expiry Date.

2.	Licensed Materials: Under this Attachment Customer shall only use Licensed Materials available through the eDAcard Web Site.

Accessibility of Licensed Materials: Within the later of five (5) days after: (i) the Activation Period Effective Date or (ii) execution of this Attachment by Cadence, Cadence shall forward Customer an eDAcard number ( “eDAcard number” ) to those Customer employees who will be allowed to access the eDAcard Web Site ( “Authorized Users” ). Upon account activation, the Authorized Users will be issued individual login names and passwords ( “Authorized User ID” ) to be used in conjunction with the eDAcard Number. The Authorized User ID will allow the Authorized Users access to the Licensed Materials on the eDAcard Web Site. Following

the authorized Users selection of Licensed Materials over the eDAcard Web Site, the applicable Fees will be deducted from the eDAcard Balance set forth on page 1 of this Attachment. Customer shall be provided with instructions on how to obtain an authorization key for the Licensed Materials. The ability of the Authorized Users to access the eDAcard Web Site for the purpose of selecting additional Licensed Materials shall terminate on the earlier of: (i) the depletion of the eDAcard Balance; (ii) the Activation Period Expiry Date set forth on page 1 of this Attachment; (iii) termination of the Agreement pursuant to Section 5 thereof.

eDAcard Balance: The Fee structure for Use of the Licensed Materials implementing the eDAcard licensing model are set forth on the Cadence eDAcard Datasheet available on the eDAcard Web Site. The Fees are based upon the one year time-based license (“TBL”) reference price. The Licensed Material price is then adjusted per the eDAcard rate table set forth in the eDAcard Datasheet based upon; (1) the type of Licensed Material licensed, and (2) the Term of Use. Finally, the applicable Customer discount is applied to arrive at the final Fee for the applicable Licensed Materials. The dollar value as set forth in the eDAcard Balance on page 1 of this Attachment represents the amount the Customer has allocated for selecting and Using Licensed Materials accessing the eDAcard Web Site. Upon selection of both the Licensed Materials and the Term of Use, the Fee shall be automatically calculated and debited from the remaining eDAcard Balance. Customer may continue to access the eDAcard Web Site for the purpose of selecting additional Licensed Materials until the eDAcard Balance is depleted. Customer shall forfeit any remaining portion of the eDAcard Balance not utilized during the eDAcard Activation Period. The one year reference (TBL) price for Licensed Materials and/or the eDAcard rate table may be modified at any time by Cadence.

General Terms: Customer is solely responsible for: (i) managing its Authorized User; and (ii) maintaining the security of all passwords, user IDs and access keys made available by Cadence. Customer acknowledges and agrees that any person who enters an Authorized User ID will be presumed by Cadence to be an Authorized User and have the power and authority to bind Customer to the terms of this Attachment and the Agreement. Cadence will not be under any obligation to verify the identity of any such person. Customer agreed that an order placed through the eDAcard Web Site is the equivalent of a signed Customer purchase order. Customer shall have the right to change, add, or delete Authorized Users upon prior written notice to Cadence. In no event are any licenses issued hereunder cancelable nor are any Fees payable hereunder refundable. Customer hereby waives any future challenge to the validity and enforceability of any order submitted via the eDAcard licensing model on the grounds that it was electronically transmitted and authorized. Customer is responsible for all costs and charges, including without limitation, phone charges and telecommunications equipment, incurred in order to use the eDAcard licensing model.

B.	MAINTENANCE SERVICES

Maintenance Services are provided by Cadence during the Term of Use.

C.	PAYMENT SCHEDULE

Customer shall remit payment for the Fees as set forth on the page 1 of this Attachment. Cadence shall provide an invoice approximately thirty (30) days prior to the scheduled payment date. Customer shall make payment to Cadence on or before the payment due date identified on page 1 of this Attachment. Notwithstanding the foregoing, in the event that the eDAcard Balance is depleted and the Term of Use for all Licensed Materials ends prior to the Activation Period Expiry Date, any remaining payments shall become due and payable immediately upon the expiration of the Term of Use for all Licensed Materials. Customer understands and agrees that the obligation to make payments hereunder is not contingent upon a purchase order being issued by Customer. If required by Cadence, the obligation to pay the Fees shall be additionally evidenced by an Installment Payment Agreement (“IPA”) executed by Customer.

D.	ELECTRONIC TRANSFER

Upon execution of the Electronic Transmission Agreement, all products under this Agreement will be shipped via electronic transfer per the terms and conditions of such Electronic transmission Agreement.

E.	WIDE AREA NETWORK

Subject to Section 13.2 (“Export”) of the Agreement between the parties hereto and payment of any applicable Fees, Customer is granted the right to allow its employees to remotely access the Licensed Materials through a wide area network (“WAN”). The Licensed Materials must be located on Designated Equipment within the same time zone (or Region(s) if Regional WAN rights are acquired) as such employees are located and must only be accessed by employees within such time zone or Region(s). Customer may select the following options for WAN rights at the time of acquiring the Licensed Materials under this Attachment: (1) “None (no WAN rights permitted), (2) “Local (WAN rights only permitted within the same time zone as the Designated Equipment, (3) “Region” (WAN rights only permitted within the specific Region selected), and (4) “Multi-Region” (WAN rights permitted in more than one Region as selected by Customer. Customer’s WAN selection is specified on page 1 of this Attachment. The Regions for such WAN rights are: (i) the Americas, (2) Europe and Middle East, (3) India, and (4) Asia and Australia (excluding Japan).

The parties hereby agree to the foregoing terms and conditions.


INPHI CORPORATION		CADENCE DESIGN SYSTEMS, INC.

By:	/s/ Tim D. Semones	By:	/s/ Michael J. Williams
Name:	Tim D. Semones	Name:	Michael J. Williams
Title:	CFO	Title:	VP & Associate General Counsel
Date:	6/29/07	Date:	6/29/07

Please return originals to:

Cadence Design Systems, Inc.

Attn: Michael J. Williams

VP & Associate General Counsel

2655 Seely Avenue

San Jose, CA 95134

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

REDACTED MATERIAL IS MARKED WITH ASTERISKS (“***”).

Product Quotation

eDAcard

Attachment B to the Software License and Maintenance Agreement

SLMA-071NPH0629 (“Agreement”)

eDAcard PLATINUM number: TBD

Quotation Number: INPH1 101111 DEW

Quotation Expiration Date: 15-Dec-10


Inphi Corporation (“CUSTOMER”)	Inphi Corporation	CADENCE DESIGN SYSTEMS, INC.
Robb Johnson	Ship-To Address: 100%	2655 Seely Avenue
112 S. Lakeview Canyon Road, Suite 100	112 S. Lakeview Canyon Road, Suite 100	San Jose, California 95134
Westlake Village, CA 91362	Westlake Village, CA 91362


Attachment Effective Date:		15-Dec-10
Attachment Expiry Date:		16-Mar-12


eDAcard
eDAcard Activation Period:
Activation Period Effective Date:	15-Dec-10
Activation Period Expiry Date:	9-Mar-12
Termination Date:	16-Mar-12
eDAcard Balance:			$	250,000
eDAcard Site(s):
Distribution of eDAcard Balance
The following authorized users & specific(s) will be issued eDAcard(s) as indicated below.
Robb Johnson – Westlake Village, CA 91362	$250,000	rjohnson@inphi-corp.com
eDAcard WAN Premium: *% LOCAL; % REGION; ** MULTI-REGION
eDAcard Discount Rate: ***%
Note: The Licensed Materials may be drawn down at their respective list price less a ***% discount except for the Licensed Materials listed in Addendum A.
The Licensed Materials listed in Addendum A may be drawn down at their respective list price less the applicable discount set forth in Addendum A.
eDAcard PLATINUM number:	TBD
eDAcard Fees			$	250,000


Payment Terms				Total

Total Fees Due			$	250,000


Payment Schedule

Payment	Invoice Date	Due Date	Total Amount
1	***	***	$***
2	***	***	$***
3	***	***	$***
4	***	***	$***
Total [USD]			$***

The parties hereby agree to the foregoing terms and conditions

in addition to the terms and conditions attached hereto which are hereby incorporated by reference.


Cadence Design Systems Confidential	Product Quotation	12/7/2010 3:52 PM
	Page 1

Production Quotation

Terms and Conditions

For Floating Pool

eDAcard License Model

This Product Quotation Attachment (“ Attachment ”), which is appended to the Software License and Maintenance Agreement referenced on page 1 of this Attachment (“ Agreement ”), contains the terms and conditions for Customer’s Use of Licensed Materials based upon Cadence’s eDAcard Platinum licensing model. This Attachment is a Product Quotation as defined in the Agreement. All capitalized terms not otherwise defined herein shall have the same meaning as ascribed to them in the Agreement. In the event of any conflict between the terms of the Agreement and the terms of this Attachment, the terms of the Agreement shall prevail.

A.	eDAcard LICENSING MODEL

Availability of Licensed Materials: Cadence’s eDAcard licensing model establishes a mechanism whereby Customer may access, select and Use Licensed Materials through Cadence’s web site (“ eDAcard Web Site ”) during the eDAcard activation period. The activation period is defined as beginning on the Activation Period Effective Date and ending on the Activation Period Expiry Date (“ eDAcard Activation Period ”) as set forth on page 1 of this Attachment. Use of the Licensed Materials will be pursuant to the terms and conditions of the Agreement and this Attachment. A list of the available Licensed Materials can be viewed on the eDAcard Web Site. The Term of Use for licenses for the Licensed Materials, which includes Maintenance Services, can be selected for a pre-determined duration (i.e. weekly, monthly, quarterly, yearly or any combination thereof). In no event, however, shall the Term of Use for any Licensed Materials licensed during the eDAcard Activation Period extend beyond the Attachment Expiry Date.

2.	Licensed Materials : Customer shall only Use Licensed Materials available through the eDAcard Web Site.

Accessibility of Licensed Materials: Within the later of five (5) days after: (i) the Activation Period Effective Date or, (ii) execution of this Attachment by Cadence. Cadence shall activate and forward an eDAcard number (“ eDAcard number ”) to those Customer employees who will be allowed to access the eDAcard Web Site (“ Authorized Users ”). Upon account activation, the Authorized Users will be issued individual login names and passwords (“ Authorized User 1D ”) to be used in conjunction with the eDAcard Number. The Authorized User ID will allow the Authorized Users access to the Licensed Materials on the eDAcard Web Site. Following the Authorized Users selection of Licensed Materials over the eDAcard Web Site, the applicable Fees will be deducted from the eDAcard Balance set forth on page I of this Attachment. Customer shall be provided with instructions on how to obtain an authorization key for the Licensed Materials. The ability of the Authorized Users to access the eDAcard Web Site for the purpose of selecting additional Licensed Materials shall terminate on the earlier of: (i) the depletion of the eDAcard Balance; (ii) the Activation Period Expiry Date set forth on page 1 of this Attachment; or (iii) termination of the Agreement pursuant to Section 5 (Term and Termination) thereof.

eDAcard Balance: The Fee structure for Use of the Licensed Materials implementing the eDAcard licensing model is set forth on the Cadence eDAcard Datasheet available on the eDAcard Web Site. The Fees are based upon the one year time-based license (“ TBL ”) reference price. The Licensed Materials price is then adjusted per the eDAcard rate table set forth in the eDAcard Datasheet based upon: (1) the type of Licensed Materials licensed plus any applicable regional list price adjustments, and (2) the Term of Use. Finally, the applicable Customer discount is applied to arrive at the final Fee for the applicable Licensed Materials. The dollar value as set forth in the eDAcard Balance on page I of this Attachment represents the amount the Customer has allocated for selecting and Using Licensed Materials accessing the eDAcard Web Site. Upon selection of both the Licensed Materials and the Term of Use, the Fee shall be automatically calculated and debited from the remaining eDAcard Balance. Customer may continue to access the eDAcard Web Site for the purpose of selecting additional Licensed Materials until the eDAcard Balance is depleted. Customer shall forfeit any remaining portion of the eDAcard Balance not utilized during the eDAcard Activation Period. The TBL price for Licensed Materials and/or the eDAcard rate table may be modified at any time by Cadence.


Product Quotation eDAcard Platinum (SLMA) 3-22-10		2

General Terms: Customer is solely responsible for: (i) managing its Authorized Users; and (ii) maintaining the security of all passwords, user IDs and access keys made available by Cadence. Customer acknowledges and agrees that any person who enters an Authorized User ID will be presumed by Cadence to be an Authorized User and have the power and authority to bind Customer to the terms of this Attachment and the Agreement. Cadence will not be under any obligation to verify the identity of any such person. Customer agrees that an order placed through the eDAcard Web Site is the equivalent of a signed purchase order. Customer shall have the right to change, add, or delete Authorized Users upon prior written notice to Cadence. In no event are any licenses issued hereunder cancelable nor are any Fees payable hereunder refundable. Customer hereby waives any future challenge to the validity and enforceability of any order submitted via the eDAcard licensing model on the grounds that it was electronically transmitted and authorized. Customer is responsible for all costs and charges, including without limitation, phone charges and telecommunications equipment, incurred in order to use the eDAcard licensing model.

B.	MAINTENANCE SERVICES

Maintenance Services are provided by Cadence during the Term of Use.

C.	PAYMENT SCHEDULE

Customer shall remit payment for the Fees in accordance with the schedule set forth on page 1 of this Attachment. Notwithstanding the foregoing, in the event that the eDAcard Balance is depleted and the Term of Use for all Licensed Materials ends prior to the Activation Period Expiry Date, any remaining payments shall become due and payable immediately upon the expiration of the Term of Use for all Licensed Materials. Customer understands and agrees that the obligation to make payments hereunder is not contingent upon a purchase order being issued by Customer. If required by Cadence, the obligation to pay the Fees shall be additionally evidenced by an Installment Payment Agreement (“ IPA ”) executed by Customer.

D.	WIDE AREA NETWORK

Subject to Section 13.2 (Export) of the Agreement and payment of any applicable Fees, Customer is granted the right to allow its employees to remotely access the Licensed Materials through a wide area network (“ WAN ”). Customer may select the following options for WAN rights at the time of acquiring the Licensed Materials under this Attachment: (I) “None” (no WAN rights permitted), (2) “Local” (WAN rights only permitted within the same time zone as the Designated Equipment, or if outside the Americas, within the same country), (3) “Region” (WAN rights only permitted within the specific Region selected with access through Designated Equipment in the Region). and (4) “Multi-Region” (WAN rights permitted in more than one Region as selected by Customer). Customer’s WAN selection will be determined at time of selection of the Licensed Materials. The available Regions for such Multi-Region WAN rights are: (1) the Americas, (2) Europe and Middle East, (3) India, and (4) Australia and Asia (excluding Japan).

The parties hereby agree to the foregoing terms and conditions.


CUSTOMER: INPHI CORPORATION		CADENCE DESIGN SYSTEMS, INC.

By:	/s/ John S. Edmunds	By:

Name:	John S. Edmunds	Name:	Gabrielle L. Walker

Title:	CFO	Title:	Associate General Counsel

Date:	12/10/10	Date:

Please return originals to:

Cadence Design Systems, Inc.

Attn: Gabrielle L. Walker

Associate General Counsel

2655 Seely Avenue

San Jose, CA 95134


Product Quotation eDAcard Platinum (SLMA) 3-22-10		3

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

REDACTED MATERIAL IS MARKED WITH ASTERISKS (“***”).

Addendum A To Attachment B

to the Software License and Maintenance Agreement SLMA-071NPHO629


3rd Party & Exception Product(s)	Discount(s)
72010; RET MaskWeaver Base Level		***	%
72011: RET Scatter Bar OPC		***	%
72014; RET Model-based OPC		***	%
72015; RET ModelTuner		***	%
72017; RET MaskWeaver MultiThreading		***	%
72018; RET MaskWeaver Distributed Processing ModelServer Pack		***	%
72019; RET CPL Gate Mask Synthesis		***	%
72020; Virtuoso Phase Designer		***	%
72021; RET DDL Gate Mask Synthesis		***	%
72023; Virtuoso RET Analyser (VRA)		***	%
72024; RET MaskWeaver Hitachi 700 Fracture Option		***	%
72025; RET MaskWeaver Hitachi HL-800 Fracture Option		***	%
72026; RET MaskWeaver Hitachi HL-950 Fracture Option		***	%
72027; RET MaskWeaver VSB1 1 Fracture Option		***	%
72030; RET LithoCruiser with GUI Option		***	%
72031; RET LithoCruiser without GUI Option		***	%
72032; RET LithoCruiser AutoRuleOPC		***	%
72034; Virtuoso RET Designer (VRD)		***	%
72035; Virtuoso RET Designer -DP (VRD-DP)		***	%
72036; Virtuoso RET Verifier		***	%
72037; Virtuoso RET Verifier DP (VRV DP)		***	%
72039; Virtuoso(R) RET Imager		***	%
CPS100; Cadence InCyte Chip Estimator L		***	%
CPS200; Cadence InCyte Chip Estimator XL		***	%
CPS200UG1; Upgrade from Cadence InCyte Chip Estimator L to XL		***	%
PA1220; Allegro(R) Design Publisher - XL		***	%
PA8210; Allegro FPGA System Planner - L		***	%
PA8215; Allegro FPGA System Planner Two FPGA Option - L		***	%
PA8610; Allegro FPGA System Planner - XL		***	%
PA8610UG1; Upgrade from PA8210 to PA8610		***	%
PA8610UG2; Upgrade from PA8210 + PA8215 to PA8610		***	%
PA8630; Allegro FPGA System Planner - GXL		***	%
PA8630UG1; Upgrade from PA8610 to PA8630		***	%

Inphi Corporation

Initials: JSE

1 of 1

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

REDACTED MATERIAL IS MARKED WITH ASTERISKS (“***”).

Product Quotation

eDAcard

Attachment C to the Software License and Maintenance Agreement

SLMA-071NPH0629 (“Agreement”)

eDAcard PLATINUM number: TBD

Quotation number: I NPH1_101111_DEW

Quotation Expiration Date: 31-Dec-10

Inphi Corporation (“CUSTOMER”)

Robb Johnson

112 S. Lakeview Canyon Road. Suite 100

Westlake Village, CA91362

Inphi Corporation

Ship-To Address: 79%

112 S. Lakeview Canyon Road. Suite 100

Westlake Village, CA91362

Inphi Corporation

Bill-To Address:

112 S. Lakeview Canyon Road. Suite 100

Westlake Village, CA91362

Cadence Design Systems, Inc.

2655 Seely Avenue

San Jose, CA 94234

Attachment Effective Date: 30-June-11

Attachment Expiry Date: 29-Dec-13


eDAcard PLATINUM
eDAcard Activation Period:
Activation Period Effective Date	30-Jun-11
Activation Period Expiry date:	22-Dec-13
Termination Date:	29-Dec-13	$	5,000,000
eDAcard Balance:
eDAcard Site(s):
Distribution of eDAcard Balance:
The following authorized users & specific site(s) will be issued eDAcard(s) as indicated below:
Robb Johnson – Wesstlake Village, CA 91362 $5,000,000 rjohnson@inphi-corp.com
	eDAcard WAN Premium *% LOCAL:% REGION, % MULTI-REGION eDAcard Discount Rate: *%
Note:	The Licensed Materials may be drawn down at their respective list price less ***% discount except for the Licensed Materials listed in Addendum A. The Licensed Materials Listed in Addendum A may be drawn down at their respective list price less the applicable discount set forth in Addendum A.
eDAcard PLATINUM number	TBD	$	5,000,000
eDAcard Fees


Payment Terms		Total
Total Fees Due	$	5,000,000


Payment Schedule

Payment	Invoice Date	Due Date	Total Amount
1	***	***	$***
2	***	***	$***
3	***	***	$***
4	***	***	$***
5	***	***	$***
6	***	***	$***
7	***	***	$***
8	***	***	$***
9	***	***	$***
10	***	***	$***
Total [USD]			$***

Additional Ship-To addresses provided by CUSTOMER with estimated percentage expected Use:

3945 Freedom Circle Suite 11D, Santa Clara, CA 95054 21%


The parties hereby agree to the foregoing terms and conditions In addition to the terms and conditions attached hereto which are hereby incorporated by reference.			Inphi Corporation Initials: JSE


Cadence Design Systems Confidential	Product Quotation	12/23/2010 9:17 AM
	Page 16

Product Quotation

Terms and Conditions

For Floating Pool

eDAcard License Model

A.	eDAcard LICENSING MODEL

Availability of Licensed Materials: Cadence’s eDAcard licensing model establishes a mechanism whereby Customer may access, select and Use Licensed Materials through Cadence’s web site (“ eDAcard Web Site ”) during the eDAcard activation period. The activation period is defined as beginning on the Activation Period Effective Date and ending on the Activation Period Expiry Date (“ eDAcard Activation Period ”) as set forth on page 1 of this Attachment. Use of the Licensed Materials will be pursuant to the terms and conditions of the Agreement and this Attachment. A list of the available Licensed Materials can be viewed on the eDAcard Web Site. The Term of Use for licenses for the Licensed Materials, which includes Maintenance Services, can be selected for a pre-determined duration (i.e. weekly, monthly, quarterly, yearly or any combination thereof). In no event, however, shall the Term of Use for any Licensed Materials licensed during the eDAcard Activation Period extend beyond the Attachment Expiry Date.

2.	Licensed Materials: Customer shall only Use Licensed Materials available through the eDAcard Web Site.

Accessibility of Licensed Materials: Within the later of five (5) days after: (i) the Activation Period Effective Date or, (ii) execution of this Attachment by Cadence, Cadence shall activate and forward an eDAcard number (“ eDAcard number ”) to those Customer employees who will be allowed to access the eDAcard Web Site (“ Authorized Users ”). Upon account activation, the Authorized Users will be issued individual login names and passwords (“ Authorized User ID ”) to be used in conjunction with the eDAcard Number. The Authorized User ID will allow the Authorized Users access to the Licensed Materials on the eDAcard Web Site. Following the Authorized Users selection of Licensed Materials over the eDAcard Web Site, the applicable Fees will be deducted from the eDAcard Balance set forth on page 1 of this Attachment. Customer shall be provided with instructions on how to obtain an authorization key for the Licensed Materials. The ability of the Authorized Users to access the eDAcard Web Site for the purpose of selecting additional Licensed Materials shall terminate on the earlier of: (i) the depletion of the eDAcard Balance; (ii) the Activation Period Expiry Date set forth on page 1 of this Attachment; or (iii) termination of the Agreement pursuant to Section 5 (Term and Termination) thereof.

eDAcard Balance: The Fee structure for Use of the Licensed Materials implementing the eDAcard licensing model is set forth on the Cadence eDAcard Datasheet available on the eDAcard Web Site. The Fees are based upon the one year time-based license (“ TBL ”) reference price, The Licensed Materials price is then adjusted per the eDAcard rate table set forth in the eDAcard Datasheet based upon: (1) the type of Licensed Materials licensed plus any applicable regional list price adjustments, and (2) the Term of Use. Finally, the applicable Customer discount is applied to arrive at the final Fee for the applicable Licensed Materials. The dollar value as set forth in the eDAcard Balance on page 1 of this Attachment represents the amount the Customer has allocated for selecting and Using Licensed Materials accessing the eDAcard Web Site. Upon selection of both the Licensed Materials and the Term of Use, the Fee shall be automatically calculated and debited from the remaining eDAcard Balance. Customer may continue to access the eDAcard Web Site for the purpose of selecting additional Licensed Materials until the eDAcard Balance is depleted. Customer shall forfeit any remaining portion of the eDAcard Balance not utilized during the eDAcard Activation Period. The TBL price for Licensed Materials and/or the eDAcard rate table may be modified at any time by Cadence.

5.	General Terms: Customer is solely responsible for: (i) managing its Authorized Users; and (ii) maintaining the security of all passwords, user IDs and access keys made available by Cadence. Customer acknowledges and


Product Quotation eDAcard Platinum (SLMA) 3-22-10-MA		17

agrees that any person who enters an Authorized User ID will be presumed by Cadence to be an Authorized User and have the power and authority to bind Customer to the terms of this Attachment and the Agreement. Cadence will not be under any obligation to verify the identity of any such person. Customer agrees that an order placed through the eDAcard Web Site is the equivalent of a signed purchase order. Customer shall have the right to change, add, or delete Authorized Users upon prior written notice to Cadence. In no event are any licenses issued hereunder cancelable nor are any Fees payable hereunder refundable. Customer hereby waives any future challenge to the validity and enforceability of any order submitted via the eDAcard licensing model on the grounds that it was electronically transmitted and authorized. Customer is responsible for all costs and charges, including without limitation, phone charges and telecommunications equipment, incurred in order to use the eDAcard licensing model.

B.	MAINTENANCE SERVICES

Maintenance Services are provided by Cadence during the Term of Use.

C.	PAYMENT SCHEDULE

Customer shall remit payment for the Fees in accordance with the schedule set forth on page 1 of this Attachment. Notwithstanding the foregoing, in the event that the eDAcard Balance is depleted and the Term of Use for all Licensed Materials ends prior to the Activation Period Expiry Date, any remaining payments shall become due and payable immediately upon the expiration of the Term of Use for all licensed Materials. Customer understands and agrees that the obligation to make payments hereunder is not contingent upon a purchase order being issued by Customer. If required by Cadence, the obligation to pay the Fees shall be additionally evidenced by an Installment Payment Agreement (“ IPA ”) executed by Customer.

D.	WIDE AREA NETWORK

Subject to Section 13.2 (Export) of the Agreement and payment of any applicable Fees, Customer is granted the right to allow its employees to remotely access the Licensed Materials through a wide area network (“ WAN ”). Customer may select the following options for WAN rights at the time of acquiring the Licensed Materials under this Attachment: (1) “None” (no WAN rights permitted), (2) “Local” (WAN rights only permitted within the same time zone as the Designated Equipment, or if outside the Americas, within the same country), (3) “Region” (WAN rights only permitted within the specific Region selected with access through Designated Equipment in the Region), and (4) “Multi-Region” (WAN rights permitted in more than one Region as selected by Customer). Customer’s WAN selection will be determined at time of selection of the Licensed Materials. The available Regions for such Multi-Region WAN rights are: (1) the Americas, (2) Europe and Middle East, (3) India, and (4) Australia and Asia (excluding Japan).

The parties hereby agree to the foregoing terms and conditions.


CUSTOMER: Inphi Corporation		CADENCE DESIGN SYSTEMS, INC.

By:	/s/ John S. Edmunds	By:

Name:	John S. Edmunds	Name:	Gabrielle L. Walker

Title:	CFO	Title:	Associate General Counsel

Date:	12/22/10	Date:


Product Quotation eDAcard Platinum (SLMA) 3-22-10-MA		18

Cadence Design Systems (Ireland) Ltd.

Block P3, East Point Business Park,

Fairview, Dublin 3, Ireland

By:

Name:

Title:

Date:

Please return originals to:

Cadence Design Systems, Inc.

Attn: Gabrielle L. Walker

Associate General Counsel

2655 Seely Avenue

San Jose, CA 95134


Product Quotation eDAcard Platinum (SLMA) 3-22-10-MA		19

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

REDACTED MATERIAL IS MARKED WITH ASTERISKS (“***”).

LOGO

Product Quotation

Attachment E to the Software License and Maintenance Agreement

SLMA-07INPH0629 (“Agreement”)

Quotation Number: Inphi-120607-DEW

Quotation Expiration Date: 28-Sep-12

Inphi Corporation (“Customer”)

Jessica Wey

112 S. Lakeview Canyon Road, Suite 100 Westlake Village, CA 91362

Inphi Corporation

Ship-To Address: 100%

112 S. Lakeview Canyon Road, Suite 100 Westlake Village, CA 91362

Cadence Design Systems, Inc.

2655 Seely Avenue

San Jose, California 95134


Term of Use
Attachment Effective Date:		28-Sep-12
Attachment Expiry Date:		31-Dec-13
Attachment Price Book Date:		27-Aug-12

Fixed Configuration Pool

The expected usage for the Licensed Materials licensed hereunder as Fixed Configuration Pool shall be for a period beginning on the Start Date and ending on the Expiry Date below.

Start Date(s):

28-Sep-12

Total

Expiry Date(s):

31-Dec-13

Expected Fixed Initial Configuration Amount

8,658,800

Cumulative Remix Amount [Initial Price Book]

Fixed Configuration Pool Fees

2,086,560


Payment Terms	Total

Sub-Total Product Fees	$	2,086,560
^{^1} Education Services Fees-Education Services Fees of $42,000 [due in Payment 1* below]	$	42,000
Total Product Fees and Education Services Fees Due	$	2,128,560


Payment Schedule
Payment	Invoice Date	Due Date	Total Amount
1*	***	***	***
2	***	***	***
3	***	***	***
4	***	***	***
5	***	***	***
Total [USD]			***

^{^1} The payment schedule includes the Education Services as described in the Education Services Terms and Conditions attached hereto.

The parties hereby agree to the foregoing terms and conditions in addition to the terms and conditions attached hereto which are hereby incorporated by reference.

Inphi Corporation
Initials:

/s/ JE

Cadence Design Systems Confidential

Product Quotation

6/20/2012 2:05 PM

SF Approved-MA-MC-Mod

Product Quotation

Terms and Conditions

For Fixed Pool

Subscription License Model

The Product Quotation under the Software License and Maintenance Agreement referenced in Page 1 (the “ Agreement ”) is comprised of this attachment Terms and Conditions (the “ Attachment ”) and the business terms set forth on Page 1 to which this Attachment is appended (including any continuation pages thereof so labeled, “ Page 1 ”). All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement. In the event of any conflict between the terms of the Agreement and this Attachment, the terms of the Agreement shall prevail, unless explicitly set forth otherwise herein.

A.	CONFIGURATION

Initial Configuration: The Initial Configuration shall be selected using only Cadence Software from the Initial Price Book (as defined below). The specific Licensed Materials selected by Customer pursuant to this Product Quotation from the Initial Price Book and included within the Initial Configuration or the Then Current Configuration (as defined below) shall be called the “ Fixed Configuration Pool ”. In no event shall the aggregate list price value of the Licensed Materials selected by Customer for either the Initial Configuration or the Then Current Configuration in the Fixed Configuration Pool exceed the Maximum Configuration Amount set forth on Addendum A attached hereto. The aggregate list price value for the Fixed Configuration Pool is based upon the applicable reference price in the Initial Price Book.

2.	Licensed Materials : Customer shall only Use or Remix Licensed Materials from the Initial Price Book for the Fixed Configuration Pool.

Lockdown : Commencing on the Attachment Effective Date set forth on Page 1 (the “ Attachment Effective Date ”), and within the number of days specified on Addendum A, Customer may Remix the Initial Configuration with the following exception: Third Party Licensed Programs from the Restricted Price Book. Following such period (or sooner if indicated by Customer) the Initial Configuration shall be fixed (“ Lockdown ”).

B.	ACCESS KEYS

Cadence will ship to Customer either the Initial Configuration, or keys to the Initial Configuration, within five (5) days after the later of: (i) the Attachment Effective Date, or (ii) execution of this Attachment by Cadence.

C.	MAINTENANCE SERVICES

Maintenance Services are provided by Cadence during the Term of Use.

D.	PAYMENT SCHEDULE

Customer shall remit payment for the Fees in accordance with the schedule set forth on Page 1. Customer understands and agrees that the obligation to make payments is not contingent upon a purchase order being issued by Customer.

E.	WIDE AREA NETWORK

Subject to Section 13.2 (Export) of the Agreement and payment of any applicable Fees, Customer is granted the right to allow its employees to remotely access the Licensed Materials through a wide area network (“ WAN ”). Customer may select the following options for WAN rights under this Attachment: (1) “None” (no WAN rights permitted), (2) “Local” (WAN rights only permitted within the same time zone as the Designated Equipment, or if outside the Americas, within the same country), (3) “Region” (WAN rights only permitted within the specific Region selected with access through Designated Equipment in the Region), and (4) “Multi-Region” (WAN rights permitted in more than one Region as selected by Customer). Customer’s WAN selection is specified on Addendum A. The available Regions for Multi-Region WAN rights are: (1) The Americas, (2) Europe and Middle East, (3) India, and (4) Australia and Asia (excluding Japan).

G.	DEFINITIONS

In addition to capitalized terms defined in this Attachment, the following terms have the following meanings:

Product Quotation FTA (SLMA) 10/30/11

/s/ JE INPHI

PQA-A

SF Approved-MA-MC-Mod

“ Initial Configuration ” means the Licensed Materials initially selected by Customer for the Subscription model under this Product Quotation from the Initial Price Book.

“ Initial Price Book ” means the Standard Price Book and the Restricted Price Book in effect as of the Attachment Effective Date (unless another price book effective date is otherwise set forth on Page 1) plus any Third Party Licensed Programs permitted to be included in this Product Quotation from the Restricted Price Book (as specified on Addendum A).

“ Third Party Licensed Programs ” means third party software distributed by Cadence.

“ Restricted Price Book ” means the price book that contains the list of Cadence Software and Third Party Licensed Programs that may be generally licensed by Cadence under Cadence’s Subscription licensing model subject to certain restrictions. Third Party Licensed Programs from the Restricted Price Book shall only be available for selection as Licensed Materials (including but not limited to, selection through a Remix event or Lockdown) if such Software is specified on Addendum A, and then subject to any restrictions specified in this Attachment or on Addendum A.

“ Standard Price Book ” means the Cadence local price book that contains the list of Cadence Software that is generally licensed by Cadence under Cadence’s Subscription licensing model.

H.	ADDITIONAL LICENSED MATERIALS

Subject to payment of additional Fees, Customer may license additional Licensed Materials under this Attachment to be added to the Fixed Configuration Pool under the same terms (including discounts) and conditions of this Attachment except for the quantity, price and payment terms, which will be mutually agreed upon by the parties with respect to the additional Licensed Materials. If additional Licensed Materials are added to this Attachment, Cadence will issue a supplemental Page 1 that will be appended to this Attachment and will reflect the quantity, price and payment terms for the additional Licensed Materials. All other terms and conditions of this Attachment will remain unchanged. The purchase order must reference both the Agreement number and this Attachment and reflect a payment term of Net thirty (30) days unless alternative payment terms are specified on the supplemental Page 1 adding the Licensed Materials. The aggregate list price value for any additional Licensed Materials added pursuant to the terms and conditions of this Attachment will be added to the aggregate list price value set forth on page 1 for the purpose of calculating the Remix amount under Section A.3 for the remainder of the Term of Use. Any additional or inconsistent terms and conditions on Customer’s purchase order shall be of no force and effect. In the event Customer desires to license additional Licensed Materials under different terms and conditions, the parties must execute a new Product Quotation.

I.	EDUCATION SERVICES

Customer is entitled to the following: (i) attendance at training classes; or (ii) take the Internet Learning Series (“ ILS ”); or (iii) take online collection courses (collectively, “ Education Services ”) per the attached Education Services Terms and Conditions, which are incorporated herein by reference. Pricing is based upon the Cadence published list. The “Education Services Fees” are set forth on Page 1 and shall be considered part of the Fees. All Education Services must be delivered by the Attachment Expiry Date set forth on Page 1. Online collection courses can be accessed by Customer during the period starting on the date the Customers employees enroll in the online collection courses (“ Enrollment Date ”) and ending on the earlier to occur of: (i) one (1) year following the Enrollment Date; or (ii) the Attachment Expiry Date. Customer must enroll in ILS prior to the Attachment Expiry Date and can take the ILS for a six month period following such enrollment. Education Services Fees with respect to unused Education Services will be forfeited, and Customer is not entitled to any refund for unused Education Services following the Attachment Expiry Date. Customer will be billed actual expenses for instructor travel related to Standard On-Site Classes (as defined in the attached Education Services Terms and Conditions). Education Services Fees may only be applied towards Education Services and may not be used for the purchase of Software, Maintenance Services or other services or offerings. License Fees and Maintenance Services Fees may not be used to purchase Education Services.

The parties hereby agree to the foregoing terms and conditions.


INPHI CORPORATION		CADENCE DESIGN SYSTEMS, INC.
By:	/s/ John S. Edmunds	By:	/s/ Barbara Rogan
Name:	John S. Edwards	Name:	Barbara Rogan
Title:	Chief Financial Officer	Title:	AGC-Americas
Date:	June 22, 2012	Date:	June 26, 2012

Product Quotation FTA (SLMA) 10/30/11

/s/ JE INPHI

PQA-A

SF Approved-MA-MC-Mod

LOGO

TERMS AND CONDITIONS FOR EDUCATION SERVICES

Public Classes : Public Classes are offered according to a schedule determined by Cadence from time to time and published in Cadence’s course catalog. Registration for a Public Class is available on a first-come first-serve basis. Unless otherwise stated in the course catalog, fees quoted for Public Classes include instruction, course material, and temporary Cadence software licenses for use during class.

Standard On-Site Classes : Standard On-Site Classes are offered on subjects and at times and locations as agreed to by the parties in a signed quotation or Product Quotation attachment (“Quotation”). Unless otherwise stated in an applicable Quotation, Standard On-Site Classes require a minimum of 8 students and 4 weeks advanced written notice. Fees quotes for Standard On-Site Classes include course material, temporary Cadence software licenses for use during class. Instructor travel and accommodation expenses for classes are charged separately as set forth in the Quotation.

Online Classes : Online training Classes are offered through Cadence’s Learning Management System (“LMS”) at learning.cadence.com and delivered directly to a registered student through the Internet. Online Classes do not include live instruction at any time and are provided strictly for self study by the registered student. Online Classes are available to be taken by the registered student at any time during the period specified on the initial page of this Quotation. Unless otherwise stated differently on the initial page of this Quotation, fees quoted for Internet Learning Series, Online Classes include the right for one (1) registered student to access the specified release of the Online Class for a period that ends on either (i) the student’s completion of the Online Class; or (ii) six (6) months from the appointed start date for the single user license as noted on the initial page of the Quotation, whichever is sooner. Also, fees quoted for a subscription license of the Online collection include the right for one (1) registered student to access the specified purchased collection of the Online library for a period starting on the date the registered student enroll in (“Enrollment Date”) and ending on the earlier to occur of: (i) one (I) year following the Enrollment Date; or (ii) the Attachment Expiry Date. The registered student is not granted the right to share the Online Classes. For the avoidance of doubt, Customer may purchase a number of subscription licenses for an equal number of registered students, however, the user account for each student is not to be shared.

Taxes : The amounts payable to Cadence for the Services are exclusive of any sales or use tax, deductions, withholding or other taxes or governmental charges. Customer shall be responsible for payment of all such taxes or charges except for any taxes based solely upon Cadence’s net income.

Default in Payment : Customer’s right to access training courses may be terminated by Cadence if Customer defaults in the timely payment of any amount due to Cadence and fails to cure such breach within ten (10) days from the date of receipt by Customer of any notice of such breach.

Confidentiality, Copyright Protection : All materials provided or made available by Cadence to Customer or its employees in the course of training (the “Course Material”) are the confidential, proprietary property and copyright of Cadence or third parties from whom Cadence has obtained the appropriate rights. Customer shall not remove or alter any of Cadence or its licensors’ restrictive or ownerships legends appearing on or in the Course Material and shall reproduce such legends on all copies authorized to be made.

No Warranty : The Services provided hereunder are provided to Customer on an “AS IS” basis. CADENCE EXPRESSLY DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF SATISFACTORY QUALITY, TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitations of Liability : IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, OR LOST PROFITS OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CADENCE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGES CONCERNING ANY PRODUCTS, DEVICES, SOFTWARE OR APPLICATIONS DEVELOPED THROUGH USE OF THE SERVICES. CADENCE’S AGGREGATE CUMULATIVE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO CADENCE UNDER THE APPLICABLE QUOTATION.

No Assignment : Customer shall not assign, delegate, or subcontract any portion of its rights, duties, or obligations under this Agreement and any attempt to do so shall be void.

General : This Agreement will be governed by the procedural and substantive laws of the United States and the State of California, without regards to its conflicts of laws principles. Each party acknowledges that it has read, understands and agrees to be bound by its terms and that this Agreement, including agreed-to Quotations, is the complete and exclusive statement of the agreement between the parties regarding the subject matter hereof, which supersedes all proposals, oral or written, and all other communications between the parties relating thereto, including any terms and conditions contained in Customer’s purchase order. Notices to be given or submitted by either party to the other pursuant to this Agreement shall be in writing and directed to the addresses above or such other address as one party specifies to the other in writing. The obligations of Customer under this Agreement are completely independent of any obligations existing under any other agreement between Cadence and Customer, including but not limited to, the license and maintenance of any Cadence software products.

Survival: These Terms and Conditions shall survive termination or expiration of the courses offered. Within thirty (30) days of the Expiry Date, Cadence shall submit to the Customer an itemized invoice for any Fees accrued and unpaid and Customer will promptly pay such Fees.

Cancellation Policy : Customer is responsible for 100% of the course fees if written notice of cancellation is not received ten (10) business days prior to the start date. Cadence reserves the right to change the location, dates, times, and instructors of its Public and On-Site Classes. Cadence will provide written notice of changes in location or dates 10 business days prior to the course start date. Cadence is not responsible for costs incurred by Customer resulting from such changes. Cadence reserves the right to modify the Online collection at any time.

/s/ JE

SF Approved-MA-MC-Mod

Addendum A To Attachment E

to the Software License and Maintenance Agreement SLMA-07INPH0629

Inphi Corporation (“CUSTOMER”)

Fixed Configuration Pool

E/I

Incremental
Cadence Software
Server HostID

Current
Product
Number

Product Name

USD TBL
List
Price

End
Support
Date

QTY

Expected Start
Date

Expected End
Date

Expected
License
Days

Config.
Pool

REMIX
I-Initial
F-
Floating

Lockdown

WAN

USD
Config.
Amount

I-Pool

*95115

Virtuoso(R) Schematic Editor XL

16,500

31-Dec-13

28-Sep-12

31-Dec-13

460

Fixed

None

45 Days

Local

214,500

I-Pool

*95210

Virtuoso(R) Analog Design Envir

27,500

31-Dec-13

28-Sep-12

31-Dec-13

460

Fixed

None

45 Days

Local

247,500

I-Pool

*95220

Virtuoso(R) Analog Design Envir

165,000

31-Dec-13

28-Sep-12

31-Dec-13

460

Fixed

None

45 Days

Local

165,000

I-Pool

*95310UG4

Upgrade 95300 to 95310

31,400

31-Dec-13

28-Sep-12

31-Dec-13

460

Fixed

None

45 Days

Local

188,400

I-Pool

*95310

Virtuoso(R) Layout Suite XL

55,000

31-Dec-13

28-Sep-12

31-Dec-13

460

Fixed

None

45 Days

Local

440,000

I-Pool

*95321

Virtuoso(R) Layout Suite – GXL

165,000

31-Dec-13

28-Sep-12

31-Dec-13

460

Fixed

None

45 Days

Local

330,000

I-Pool

*90003

Virtuoso Multi-mode Simulation

158,400

31-Dec-13

28-Sep-12

31-Dec-13

460

Fixed

None

45 Days

Local

3,168,000

I-Pool

*72120

Assura(TM) Layout Vs. Schemat

26,000

31-Dec-13

28-Sep-12

31-Dec-13

460

Fixed

None

45 Days

Local

26,000

I-Pool

*72140

Assura(TM) Graphical User Inter

8,000

31-Dec-13

28-Sep-12

31-Dec-13

460

Fixed

None

45 Days

Local

64,000

I-Pool

*QRCX300

Cadence QRC Extraction – XL

200,000

31-Dec-13

28-Sep-12

31-Dec-13

460

Fixed

None

45 Days

Local

400,000

I-Pool

*VPS100

Virtuoso(R) Power System L

77,600

31-Dec-13

28-Sep-12

31-Dec-13

460

Fixed

None

45 Days

Local

310,400

I-Pool

*EPS200

Encounter Power System XL

276,000

31-Dec-13

28-Sep-12

31-Dec-13

460

Fixed

None

45 Days

Local

276,000

I-Pool

*29651

Incisive Enterprise Simulator – XL

38,000

31-Dec-13

28-Sep-12

31-Dec-13

460

Fixed

None

45 Days

Local

456,000

I-Pool

*EMG100

Incisive Enterprise Manager

70,000

31-Dec-13

28-Sep-12

31-Dec-13

460

Fixed

None

45 Days

Local

140,000

I-Pool

*RC200

Encounter RTL Compiler – XL

280,000

31-Dec-13

28-Sep-12

31-Dec-13

460

Fixed

None

45 Days

Local

280,000

I-Pool

*RC340

Encounter RTL Compiler Advanc

150,000

31-Dec-13

28-Sep-12

31-Dec-13

460

Fixed

None

45 Days

Local

300,000

I-Pool

*ET020

Option to RC – DFT Architect Ba

65,000

31-Dec-13

28-Sep-12

31-Dec-13

460

Fixed

None

45 Days

Local

65,000

I-Pool

*CFM200

Encounter (TM) Conformal – XL

150,000

31-Dec-13

28-Sep-12

31-Dec-13

460

Fixed

None

45 Days

Local

150,000

I-Pool

*CFM500

Encounter Conformal Low Power

200,000

31-Dec-13

28-Sep-12

31-Dec-13

460

Fixed

None

45 Days

Local

200,000

I-Pool

*EDS200

Encounter Digital Implementation

688,000

31-Dec-13

28-Sep-12

31-Dec-13

460

Fixed

None

45 Days

Local

688,000

I-Pool

*EDS10

Encounter Low Power GXL Option

195,000

31-Dec-13

28-Sep-12

31-Dec-13

460

Fixed

None

45 Days

Local

195,000

I-Pool

*EDS30

Encounter Advanced Node GXL

245,000

31-Dec-13

28-Sep-12

31-Dec-13

460

Fixed

None

45 Days

Local

245,000

I-Pool

*FE725

Encounter Timing System-XL

110,000

31-Dec-13

28-Sep-12

31-Dec-13

460

Fixed

None

45 Days

Local

110,000

Sub Total

8,658,800

Maximum Configuration Amount

8,658,800

*	Represents Initial Configuration Licenses


Inphi Corporation
Initials:		/s/ JE

EXHIBIT 10.2

STANDARD OFFICE LEASE - GROSS

AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

1.	Basic Lease Provisions (“Basic Lease Provision”)

1.1

Parties: This Lease, dated, for reference purposes only September 20, 2012 is made by and between Bayland Corporation, a California Corporation (herein called “Lessor”) and Inphi Corporation, a Delaware Corporation , doing business under the name of Inphi Corporation (“Lessee”).

1.2

Premises: Suite Number(s) 300 and 301 on the 3 ^rd floor consisting of approximately 28,957 rentable square feet , more or less, as defined in paragraph 2 and as shown on Exhibit “A” hereto (the “Premises”).

1.3

Building: Commonly described as being located at 2953 Bunker Hill Lane in the City of Santa Clara County of Santa Clara State of California , as described in paragraph 2.

1.4

Use: subject to paragraph 6. General Office, research & development, engineering labs and all other legally related uses.

1.5 Term: Sixty-Three (63) months commencing the later of (a) December 15, 2012 or, (b) upon substantial completion of Lessor’s Work (as defined in the Work Letter) (“Commencement Date”) and ending on the last day of the month following the sixty-three (63)-month period, as defined in paragraph 3. Lessee will have a minimum of ten (10) days preceding the Commencement Date for the purpose of preparing the Premises for Lessee’s occupancy. Lessee shall not be charged rent during this early access period.

1.6 Base Rent: Fifty Thousand Six Hundred Seventy-Four and 75/100 Dollars ($50,674.75) per month, payable on the 1 ^st day of each month, per paragraph 4.1.

1.7

Base Rent Increase: The monthly Base Rent payable under paragraph 1.6 above shall be adjusted as follows:


Month 01		$ 0.00 per month, fully serviced
Month 02		$50,674.75 per month, fully serviced
Month 03		$ 0.00 per month, fully serviced
Month 04		$50,674.75 per month, fully serviced
Month 05		$ 0.00 per month, fully serviced
Month 06-15		$50,674.75 per month, fully serviced
Month 16-27		$52,122.60 per month, fully serviced
Month 28-39		$53,570.45 per month, fully serviced
Month 40-51		$55,018.30 per month, fully serviced
Month 52-63		$56,466.15 per month, fully serviced

1.8 Rent Paid Upon Execution: Fifty Thousand Six Hundred Seventy-Four and 75/100 Dollars ($50,674.75) for Second Month’s Base Rent.

1.9 Security Deposit: Fifty Six Thousand Four Hundred Sixty-Six and 15/100 Dollars ($56,466.15).

1.10 Lessee’s Share of Operating Expense Increase: 24.71 % as defined in paragraph 4.2.

1.11 Base Year: 2013 .

2.	Premises, Parking and Common Areas.

2.1 Premises: The Premises are a portion of a building, herein sometimes referred to as the “Building” identified in paragraph 1.3 of the Basic Lease Provisions. “Building” shall include adjacent parking structures used in connection therewith. The Premises, the Building, the Common Areas, the land upon which the same are located, along with all other buildings and improvements thereon or thereunder, are herein collectively referred to as the “Office Building Project”. Lessor hereby leases to Lessee and Lessee leases from Lessor for the term, at the rental, and upon all of the conditions set forth herein, the real property referred to in the Basic Lease Provisions, paragraph 1.2 and outlined on the Floor Plan attached hereto and marked as Exhibit A, as the “Premises”, including rights to the Common Areas as hereinafter specified.

2.2 Vehicle Parking: Subject to the rules and regulations attached hereto, and as established by Lessor from time to time, Lessee shall be entitled to rent and use 116 parking spaces in the Office Building Project.

2.2.1 If Lessee commits, permits or allows any of the prohibited activities described in the Lease or the rules then in effect, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.

2.2.2 There will be no additional charge for such parking rights during the Term or any extension term.

2.3 Common Areas - Definitions. The term “Common Areas” is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Office Building Project that are provided and designated by the Lessor from time to time for the general non-exclusive use of Lessor, Lessee and of other lessees of the Office Building Project and their respective employees, suppliers, shippers, customers and invitees, including but not limited to common entrances, lobbies, corridors, stairways and stairwells, public restrooms, elevators, escalators, parking areas to the extent not otherwise prohibited by this Lease, loading and unloading areas, trash areas, roadways, sidewalks, walkways, parkways, ramps, driveways, landscaped areas and decorative walls.

2.4 Common Areas - Rules and Regulations. Lessee agrees to abide by and conform to the rules and regulations attached hereto as Exhibit B with respect to the Office Building Project and Common Areas, and to cause its employees, suppliers, shippers, customers and invitees to so abide and conform. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to modify, amend and enforce said rules and regulations. Lessor shall not be responsible to Lessee for the noncompliance with said rules and regulations by other lessees, their agents, employees and invitees of the Office Building Project.

2.5 Common Areas - Changes. Lessor shall have the right, in Lessor’s sole discretion, from time to time:

(a) To make changes to the Building interior and exterior and Common Areas, including, without limitation, changes in the location, size, shape, number, and appearance thereof, including but not limited to the lobbies, windows, stairways, air shafts, elevators, escalators, restrooms, driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, decorative walls, landscaped areas and walkways; provided, however, Lessor shall at all time provide the parking facilities required by applicable law;

(b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available;

(c) To designate other land and improvement outside the boundaries of the Office Building Project to be a part of the Common Areas, provided that such other land and improvements have a reasonable and functional relationship to the Office Building Project;

(d) To add additional buildings and improvements to the Common Areas;

(e) To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Office Building Project, or any portion thereof;

Initials: /s/ JE

/s/AH

FULL SERVICE - GROSS

PAGE 1

(f) To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Office Building Project as Lessor may, in the exercise of sound business judgment deem to be appropriate.

Lessor shall not adversely affect Lessee’s occupancy of or access to the Premises in connection with Lessor’s changes and activities under this Paragraph 2.5.

Term.

3.1 Term. The Term and Commencement Date of this Lease shall be as specified in paragraph 1.5 of the Basic Lease Provisions.

3.2 Delay in Possession. If for any reason Lessor cannot deliver possession of the Premises to Lessee on the target commencement date of December 15, 2012, and subject to paragraph 3.2.2, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of the Lease or the obligations of Lessee hereunder or extend the term hereof; but, in such case, Lessee shall not be obligated to pay rent or perform any other obligation of Lessee under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is tendered to Lessee, as hereinafter defined; provided, however, that if Lessor shall not have delivered possession of the Premises by February 15, 2013 (“Outside Delivery Date”), as the same may be extended under the terms of a Work Letter executed by Lessor and Lessee, Lessee may, at Lessee’s option, by notice in writing to Lessor within ten (10) business days thereafter, cancel this Lease, in which event the parties shall be discharged from all obligations hereunder; and provided further, that if such written notice by Lessee is not received by Lessor within said ten (10)-business day period, Lessee’s right to cancel this Lease hereunder shall terminate and be of no further force or effect.

3.2.1 Possession Tendered - Defined. Possession of the premises shall be deemed tendered to Lessee (“Tender of Possession”) when (1) the improvements to be provided by Lessor under this Lease are substantially completed, (2) the Building utilities are ready for use in the Premises, (3) Lessee has reasonable access to the Premises, and (4) ten (10) days shall have expired following advance written notice to Lessee of the occurrence of the matters described in (1), (2) and (3), above of this paragraph 3.2.1.

3.2.2 Delay Caused by Lessee. There shall be no abatement of rent, and the Outside Delivery Date from and after which Lessee’s right to cancel this Lease accrues under paragraph 3.2 shall be deemed extended, to the extent of any delays caused by acts of Lessee, Lessee’s agents, employees and contractors.

3.3 Early Possession. If Lessee occupies the Premises prior to said Commencement Date for the purpose of conducting business, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Lessee shall pay rent for such occupancy. Notwithstanding the foregoing, Lessee shall have the right to occupy, and conduct business in, that certain portion of the Premises identified as “existing lab” in Exhibit A (the “Lab Space”) prior to the Commencement Date, as soon as such occupancy is possible without interfering with Lessor’s construction of Lessor’s Work, and all of the terms and conditions of this Lease shall apply to such early occupancy; provided , however , Lessee shall not pay any rent during such period of early occupancy of the Lab Space. Lessee shall not interfere with the construction of Lessor’s Work during such early occupancy of the Lab Space or cause any delay in the construction of Lessor’s Work, and any such delay shall extend the date by which Lessor is required to deliver the Premises and the Outside Delivery Date. Lessee shall be solely responsible for any losses or damages caused by such early occupancy of the Lab Space.

Rent.

4.1 Base Rent. Subject to adjustment as provided in paragraph 1.7, and except as may be otherwise expressly provided in this Lease, Lessee shall pay to Lessor the Base Rent for the Premises set forth in paragraph 1.6 of the Basic Lease Provisions. Rent for any period during the term hereof which is for less than one month shall be prorated based upon the actual number of days of the calendar month involved. Rent shall be payable in lawful money of the United States to Lessor at the address stated herein to such other persons or at such other places as Lessor may designate in writing.

4.2 Operating Expense Increase. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessee’s Share, as hereinafter defined, of the amount by which all Operating Expenses, as hereinafter defined, for each Comparison year exceeds the amount of all Operating Expenses for the Base Year, such excess being hereinafter referred to as the “Operating Expense Increase”, in accordance with the following provisions:

(a) “Lessee’s Share” is defined, for purposes of this Lease, as the percentage set forth in paragraph 1.10 of the Basic Lease Provisions, which percentage has been determined by dividing the approximate square footage of the Premises by the total approximate square footage of the rentable space contained in the Office Building Project. It is understood and agreed that the square footage figures set forth in the Basic Lease Provisions are approximations which Lessor and Lessee agree are reasonable and shall not be subject to revision except in connection with an actual change in the size of the Premises or a change in the space available for lease in the Office Building Project.

(b) “Base Year” is defined as the calendar year in which the Lease commences or as more specifically defined in paragraph 1.11.

(c) “Comparison Year” is defined as each calendar year during the term of this Lease subsequent to the Base Year; provided, however, Lessee shall have no obligation to pay a share of the Operating Expense Increase applicable to the first twelve (12) months of the Lease Term (other than such as are mandated by a governmental authority, as to which government mandated expenses Lessee shall pay Lessee’s Share, notwithstanding they occur during the first twelve (12) months). Lessee’s Share of the Operating Expense Increase for the first and last Comparison Years of the Lease Term shall be prorated according to that portion of such Comparison Year as to which Lessee is responsible for a share of such increase.

(d) “Operating Expenses” is defined, for purposes of this Lease, to include all costs, if any incurred by Lessor in the exercise of its reasonable discretion, as determined by standard accounting practices and calculated assuming a 95% building occupancy , for:

(i) The operation, repair, maintenance, and replacement, in neat, clean, safe, good order and condition, of the Office Building Project, including but not limited to, the following:

(aa) The Common Areas, including their surfaces, coverings, decorative items, carpets, drapes and window coverings, and including parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, stairways, parkways, driveways, landscaped areas, striping, bumpers, irrigation systems, Common Area lighting facilities, building exteriors and roofs, fences and gates;

(bb) All heating, air conditioning, plumbing, electrical systems, life safety equipment, telecommunication and other equipment used in common by, or for the benefit of, lessees or occupants of the Office Building Project, including elevators and escalators, Lessee directories, fire detection systems including sprinkler system maintenance and repair.

(ii) Trash disposal, janitorial and security services;

(iii) Any other service to be provided by Lessor that is elsewhere in this Lease stated to be an “Operating Expense”;

(iv) The cost of the premiums for the liability and property insurance policies to be maintained by Lessor under paragraph 8 hereof;

(v) The amount of the real property taxes to be paid by Lessor under paragraph 10.1 hereof;

(vi) The cost of water, sewer, gas, electricity, and other publicly mandated services to the Office Building Project;

(vii) Labor, salaries and applicable fringe benefits and costs, materials, supplies and tools, used in maintaining and/or cleaning the Office Building Project and accounting and a management fee attributable to the operation of the Office Building Project;

(viii) Replacing and/or adding improvements mandated by any governmental agency and any repairs or removals necessitated thereby amortized over its useful life according to Federal income tax regulations or guidelines for depreciation thereof (including interest on the unamortized balance as is then reasonable in the judgment of Lessor’s accountants);

(ix) Replacements of equipment or improvements that have a useful life for depreciation purposes according to Federal income tax guidelines of seven (7) years or less, as amortized over such life.

(x) Amortization of capital improvements made to the Project by Lessor which are designed to improve the operating efficiency of the Project.

(e) Operating Expenses shall not include the costs of replacements of equipment or improvements that have a useful life for Federal income tax purposes in excess of seven (7) years unless it is of the type described in paragraph 4.2(d)(viii) and 4.2(d)(x), in which case their cost shall be included as above provided.

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(f) Operating Expenses shall not include any expenses paid by any lessee directly to third parties, or as to which Lessor is otherwise reimbursed by any third party, other Lessee, or by insurance proceeds. Notwithstanding anything to the contrary in the definition of Operating Expenses and Taxes set forth in this Lease, Operating Expenses shall not include the following, except to the extent specifically permitted by a specific exception to the following:

(i) Any ground lease rental;

(ii) Rentals for items (except when needed in connection with normal repairs and maintenance of permanent systems) which if purchased, rather than rented, would constitute a capital item (“Capital Item”) (excluding, however, equipment not affixed to the Building which is used in providing janitorial or similar services);

(iii) Costs, including permit, license and inspection costs, incurred with respect to the installation of tenants’ or other occupants’ improvements in the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Building;

(iv) Depreciation, amortization and interest payments, except as provided herein and except on materials, tools, supplies and vendor-type equipment purchased by Lessor to enable Lessor to supply services Lessor might otherwise contract for with a third party where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third party’s services, all as determined in accordance with generally accepted accounting principles, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life;

(v) Marketing costs including, without limitation, leasing commissions, attorneys’ fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments, space planning costs, and other costs and expenses incurred in connection with lease, sublease and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the Building;

(vi) Expenses in connection with services or other benefits which are not offered to Lessee or for which Lessee is charged for directly but which are provided to another tenant or occupant of the Building;

(vii) Costs incurred by Lessor due to the violation by Lessor or any tenant of the terms and conditions of any lease of space in the Building or the Office Building Project;

(viii) Overhead and profit increment paid to Lessor or to subsidiaries or affiliates of Lessor for goods and/or services in or to the Building to the extent the same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis;

(ix) Interest, principal, points and fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Building or the Office Building Project;

(xii) Lessor’s general corporate overhead and general and administrative expenses, to the extent that they are not related to the Building or the Project;

(xiii) Any compensation paid to clerks, attendants or other persons in commercial concessions operated by Lessor or in the parking garage of the Building or wherever Lessee is granted its parking privileges and/or all fees paid to any parking facility operator (on or off Office Building Project);

(xiv) Rentals and other related expenses incurred in leasing HVAC systems, elevators or other equipment ordinarily considered to be Capital Items, except for (1) expenses in connection with making minor repairs on or keeping Building Systems in operation while minor repairs are being made, and (2) costs of equipment not affixed to the Building which is used in providing janitorial or similar services;

(xv) Advertising and promotional expenditures, and costs of signs in or on the Building identifying the owner of the Building or other tenants’ signs;

(xvi) The cost of any electric power used by any tenant in the Building in excess of the Building-standard amount, or electric power costs for which any tenant directly contracts with the local public service company or of which any tenant is separately metered or submetered and pays Lessor directly; provided, however, that if any tenant in the Building contracts directly for electric power service or is separately metered or submetered during any portion of the relevant period, the total electric power costs for the Building shall be “grossed up” to reflect what those costs would have been had each tenant in the Building used the Building-standard amount of electric power;

(xvii) Services and utilities provided, taxes attributable to, and costs incurred in connection with the operation of the retail and restaurant operations in the Building, except to the extent the square footage of such operations are included in the rentable square feet of the Building and do not exceed the services, utility and tax costs which would have been incurred had the retail and/or restaurant space been used for general office purposes;

(xviii) Costs incurred in connection with upgrading the Building to comply with disability, life, fire and safety codes, ordinances, statutes, or other laws in effect prior to the Commencement Date, including, without limitation, the ADA, including penalties or damages incurred due to such non-compliance;

(xix) Tax penalties incurred as a result of Lessor’s negligence, inability or unwillingness to make payments and/or to file any tax or informational returns when due;

(xx) Costs for which Lessor has been compensated by a management fee, and any overall management fees in excess of those overall management fees which are normally and customarily charged by comparable landlords of Comparable Buildings (as defined below);

(xxi) Costs arising from the negligence or fault of other tenants or Lessor or its agents, or any vendors, contractors, or providers of materials or services selected, hired or engaged by Lessor or its agents including, without limitation, the selection of Building materials;

(xxii) Notwithstanding any contrary provision of the Lease, including, without limitation, any provision relating to capital expenditures, any and all costs arising from the presence of hazardous materials or substances (as defined by Applicable Laws in effect on the date the Lease is executed) in or about the Premises, the Building or the Office Building Project (including, without limitation, hazardous substances in the ground water or soil), not placed in the Premises, the Building or the Office Building Project by Lessee);

(xxiii) Costs arising from Lessor’s charitable or political contributions;

(xxiv) Costs arising from latent defects in the base, shell or core of the Building or improvements installed by Lessor or repair thereof;

(xxv) Costs arising from any voluntary special assessment on the Building or the Office Building Project by any transit district authority or any other governmental entity having the authority to impose such assessment;

(xxvi) Costs for sculpture, paintings or other objects of art, except for replacements of existing art;

(xxvii) Costs (including in connection therewith all attorneys’ fees and costs of settlement judgments and payments in lieu thereof) arising from claims, disputes or potential disputes in connection with potential or actual claims litigation or arbitrations pertaining to Lessor and/or the Building and/or the Office Building Project;

(xxviii) Costs associated with the operation of the business of the partnership or entity which constitutes Lessor as the same are distinguished from the costs of operation of the Building, including partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of Lessee may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of Lessor’s interest in the Building, costs of any disputes between Lessor and its employees (if any) not engaged in Building operation, disputes of Lessor with Building management, or outside fees paid in connection with disputes with other tenants;

(xxix) Costs of any “tap fees” or any sewer or water connection fees for the benefit of any particular tenant in the Building;

(xxx) Any expenses incurred by Lessor for use of any portions of the Building to accommodate events including, but not limited to shows, promotions, kiosks, displays, filming, photography, private events or parties, ceremonies, and advertising beyond the normal expenses otherwise attributable to providing Building services, such as lighting and HVAC to such public portions of the Building in normal Building operations during standard Building hours of operation;

(xxxi) Any entertainment, dining or travel expenses for any purpose;

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(xxxii) Any flowers, gifts, balloons, etc. provided to any entity whatsoever, to include, but not limited to, Lessee, other tenants, employees, vendors, contractors, prospective tenants and agents;

(xxxiii) Any “validated” parking for any entity;

(xxxiv) Any “finders fees”, brokerage commissions, job placement costs or job advertising cost, other than with respect to a receptionist or secretary in the Building office, once per year;

(xxxv) Any “above-standard” cleaning, including, but not limited to construction cleanup or special cleanings associated with parties/events and specific tenant requirements in excess of service provided to Lessee, including related trash collection, removal, hauling and dumping;

(xxxvi) The cost of any magazine, newspaper, trade or other subscriptions;

(xxxvii) The cost of any training or incentive programs, other than for tenant life safety information services;

(xxxviii) The cost of any “tenant relations” parties, events or promotion not consented to by an authorized representative of Lessee in writing;

(xxxix) “In-house” legal and/or accounting fees; and

(xxxl) Any other expenses which, in accordance with generally accepted accounting principles, consistently applied, would not normally be treated as Operating Expenses by comparable landlords of Comparable Buildings.

(g) Lessee’s Share of Operating Expense Increase shall be payable by Lessee within ten (10) business days after a reasonably detailed statement of actual expenses is presented to Lessee by Lessor. At Lessor’s option, however, an amount may be estimated by Lessor from time to time in advance of Lessee’s Share of the Operating Expense Increase for any Comparison Year, and the same shall be payable monthly or quarterly, as Lessor shall designate, during each Comparison Year of the Lease term, on the same day as the Base Rent is due hereunder. In the event that Lessee pays Lessor’s estimate of Lessee’s Share of Operating Expense Increase as aforesaid, Lessor shall deliver to Lessee within sixty (60) days after the expiration of each Comparison Year a reasonably detailed statement showing Lessee’s Share of the actual Operating Expense Increase incurred during such year. If Lessee fails to give any notice of objection within 180 days following Lessee’s receipt of a final statement, Lessee shall be deemed to have approved such statement and shall not have any audit right pursuant to Paragraph 4.2(h) with respect to such statement. If Lessee’s payments under this paragraph 4.2(g) during said Comparison Year exceed Lessee’s Share as indicated on said statement, Lessee shall be entitled to credit the amount of such overpayment against Lessee’s Share of Operating Expense Increase next falling due. If Lessee’s payments under this paragraph during said Comparison Year were less than Lessee’s Share as indicated on said statement, Lessee shall pay to Lessor the amount of the deficiency within ten (10) business days after delivery by Lessor to Lessee of said statement. Lessor and Lessee shall forthwith adjust between them by cash payment any balance determined to exist with respect to that portion of the last Comparison year for which Lessee is responsible as to Operating Expense Increase, notwithstanding that the Lease term may have terminated before the end of such Comparison Year. In the event that Lessor fails to deliver a final detailed statement of actual expenses for the last year of the Term within six (6) months following the expiration of the Lease, Lessor shall be deemed to have waived its right to recover any underpayments of Operating Expenses from Lessee, and Lessee shall have no obligation to pay such amounts.

(h) In the event of any dispute regarding the amount due as Lessee’s Share of Operating Expense Increase and/or the amount due as Operating Expenses pursuant this Paragraph 4.2, Lessee shall have the right, after reasonable notice and at reasonable times, to inspect and photocopy Lessor’s accounting records at Lessor’s office. If, after such inspection and photocopying, Lessee continues to dispute the amount of Lessee’s Share of Operating Expense Increase, Lessee, or an agent designated by Lessee, shall be entitled to audit and/or review Lessor’s records to determine the proper amount of Lessee’s Share of Operating Expense Increase. If such audit or review reveals that Lessor has overcharged Lessee, then within ten (10) business days after the results of such audit are made available to Lessor, Lessor shall reimburse Lessee the amount of such overcharge. If the audit reveals that Lessee was undercharged, then within five (5) business days after the results of the audit are made available to Lessee, Lessee shall reimburse Lessor the amount of such undercharge plus interest thereon at the Interest Rate. If Lessor desires to contest such audit results, Lessor may do so by submitting the results of the audit to arbitration within ten (10) business days of receipt of the results of the audit, and the arbitration shall be final and binding upon Lessor and Lessee. Lessee agrees to pay the cost of such audit, provided that if the audit reveals that Lessor’s determination of Lessee’s Pro Rata Share of Common Area Costs as set forth in any detailed statement of actual expenses sent to Lessee was in error in Lessor’s favor by more than five percent (5%), Lessor shall pay the cost of such audit.

4.3 Rent Increase. At the times set forth in paragraph 1.7 of the Basic Lease Provisions, the monthly Base Rent payable under paragraph 4.1 of this Lease shall be adjusted.

5. Security Deposit. Lessee shall deposit with Lessor, upon receipt of the Termination Agreement (as defined below), the security deposit set forth in paragraph 1.9 of the Basic Lease Provisions as security for Lessee’s faithful performance of Lessee’s obligations hereunder. If Lessee fails to pay rent or other charges due hereunder, or otherwise defaults with respect to any provision of this lease, Lessor may use, apply or retain all or any portion of said deposit for the payment of any rent or other charge in default for the payment of any other sum to which Lessor may become obligated by reason of Lessee’s default, or to compensate Lessor for any loss or damage which Lessor may suffer thereby. If Lessor so uses or applies all or any portion of said deposit, Lessee shall within ten (10) days after written demand therefor deposit cash with Lessor in an amount sufficient to restore said deposit to the full amount then required of Lessee. Lessee’s failure to do so shall, at Lessor’s option, be a material breach of this Lease. Lessor shall not be required to keep said security deposit separate from its general accounts. The security deposit, or so much thereof as has not heretofore been applied by Lessor, shall be returned, without payment of interest or other increment for its use, to Lessee (or, at Lessor’s option, to the last assignee, if any of Lessee’s interest hereunder) at the expiration of the term hereof, and after Lessee has vacated the Premises. No trust relationship is created herein between Lessor and Lessee with respect to said Security Deposit.

Use.

6.1 Use. The Premises shall be used and occupied only for the purpose set forth in paragraph 1.4 of the Basic Lease Provisions or any other use which is reasonably comparable to that use and for no other purpose.

6.2 Compliance with Law.

(a) Lessor warrants to Lessee that the Premises, in the state existing on the date that the Lease term commences, but without regard to alterations or improvements made by Lessee or the use for which Lessee will occupy the Premises, does not violate any covenants or restrictions of record, or any applicable building code, regulation or ordinance in effect on such Lease term Commencement Date. In the event it is determined that this warranty has been violated, then it shall be the obligation of the Lessor, after written notice from Lessee, to promptly, at Lessor’s sole cost and expense, rectify any such violation.

(b) Except as provided in paragraph 6.2(a) Lessee shall, at Lessee’s expense, promptly comply with all applicable statutes, ordinances, rules, regulations, orders, covenants and restrictions of record, and requirements of any fire insurance underwriters or rating bureaus, now in effect or which may hereafter come into effect, whether or not they reflect a change in policy from that now existing, during the term or any part of the term hereof, relating in any manner to the Premises and the occupation and use by Lessee of the Premises. Lessee shall conduct its business in a lawful manner and shall not use or permit the use of the Premises or the Common Areas in any manner that will tend to create waste or a nuisance or shall tend to disturb other occupants of the Office Building Project.

6.3 Conditions of Premises. (See Paragraph 53)

(a) Lessor shall deliver the Premises to Lessee in a clean condition on the Lease Commencement Date (unless Lessee is already in possession) and Lessor warrants to Lessee that the plumbing, lighting, air conditioning, and heating system in the Premises shall be in good operating condition. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor’s sole cost, rectify such violation.

(b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises and the Office Building Project in their condition existing as of the Lease Commencement Date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any easements, covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that it has satisfied itself by its own independent investigation that the Premises are suitable for its intended use, and that neither Lessor nor Lessor’s agent(s) has made any representation or warranty as to the present or future suitability of the Premises, Common Areas, or Office Building Project for the conduct of Lessee’s business.

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6.4 Hazardous Substances.

(a) Reportable Uses Require Consent. The term “Hazardous Substances” as used in this Lease shall mean any product, substance, chemical, material or waste whose presence, nature, quantity and/or intensity of existence, use, manufacture, disposal, transportation, spill, release or effect, either by itself or in combination with other materials expected to be on the Premises, which requires, or may hereafter require, notification, investigation or remediation under any Laws or which is now or hereafter defined, listed or regulated by any governmental authority as a “hazardous waste”, “extremely hazardous waste”, “solid waste”, “toxic substance”, “hazardous substance”, “hazardous material” or “regulated substance”, or otherwise regulated under any Applicable Requirements. Hazardous Substance shall include, but not be limited to, hydrocarbons, petroleum, gasoline, crude oil or any products or by-products thereof. Lessee shall not engage in any activity in or about the Premises which constitutes a Reportable Use (as hereinafter defined) of Hazardous Substances without the express written consent of Lessor and compliance shall comply in a timely manner (at Lessee’s sole cost and expense) with all Applicable Requirements (as defined in Paragraph 6.3) relating to Lessee’s use of Hazardous Substances on the premises. “Reportable Use” shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and (iii) the presence in, on or about the Premises of a Hazardous Substance with respect to which any Applicable Laws require that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may, without Lessor’s prior consent, but upon notice to Lessor and in compliance with all Applicable Requirements, use any ordinary and customary materials reasonably required to be used by Lessee in the normal course of the Permitted Use, so long as such use is not a Reportable Use and does not expose the Premises or neighboring properties to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may (but without any obligation to do so) condition its consent to any Reportable Use of any Hazardous Substance by Lessee upon Lessee’s giving Lessor such additional assurances as Lessor, in its reasonable discretion, deems necessary to protect itself, the premises and the Office Building Project against damage, contamination or injury and/or liability therefor, including but not limited to the installation (and, at Lessor’s option, removal on or before Lease expiration or earlier termination) of reasonable necessary protective modifications to the Premises (such as concrete encasements)and/or the deposit of an additional Security Deposit under Paragraph 5 hereof.

(b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises or the Building, other than as previously consented to by Lessor, Lessee shall promptly give Lessor written notice thereof, together with a copy of any statement, report, notice, registration, application, permit, business plan, license, claim, action, or proceeding given to, or received from, any governmental authority or private party concerning the presence, spill, release, discharge of, or exposure to, such Hazardous Substance including but not limited to all such documents as may be involved in any Reportable Use involving the Premises. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under or about the Premises (including, without limitation, through the plumbing or sanitary sewer system.) Notwithstanding the foregoing, Lessee shall have no obligation to monitor, report or prevent the migration of Hazardous Substances from neighboring properties to the Premises or the Building.

(c) Indemnification. Lessee shall indemnify, protect, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all damages, liabilities, judgments, costs, claims, liens, expenses, penalties, loss of permits and reasonable attorneys’ and consultants’ fees arising out of or involving any Hazardous Substance brought onto the premises by or for Lessee or by anyone under Lessee’s control. Lessee’s obligations under this Paragraph 6.2(c) shall include, but not be limited to, the effects of any contamination created or caused by Lessee, and the cost of investigation (including consultant’s and attorney’s fees and testing), removal, remediation, restoration and/or abatement thereof, or of any contamination therein involved, and shall survive the expiration or earlier termination of this Lease. Lessor shall indemnify, protect, defend and hold Lessee, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all damages, liabilities, judgments, costs, claims, liens, expenses, penalties, loss of permits and reasonable attorneys’ and consultants’ fees arising out of or involving (i) any Hazardous Substance caused by Lessor’s gross negligence or willful misconduct, or (ii) any Hazardous Substance in existence as of the Commencement Date. Lessor’s obligations under this Paragraph 6.2(c) shall include, but not be limited to, the effects of any contamination or injury to person or property created or caused by Lessor, and the cost of investigation (including consultant’s and attorney’s fees and testing), removal, remediation, restoration and/or abatement thereof, or of any contamination therein involved, and shall survive the expiration or earlier termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release each party from its respective obligations under this Lease with respect to Hazardous Substances.

(d) Lessor Responsibilities. Lessor shall comply with all applicable laws and regulations governing Hazardous Substances.

7.	Maintenance, Repairs, Alterations and Common Area Services.

7.1 Lessor’s Obligations. Lessor shall keep the Office Building Project, including the Premises, interior and exterior walls, roof, and common areas, and the equipment whether used exclusively for the Premises or in common with other premises, in good condition and repair; provided, however, Lessor shall not be obligated to paint, repair or replace wall coverings, or to repair or replace any improvements that are not ordinarily a part of the Building or are above then Building standards. Except as provided in paragraph 9.5, there shall be no abatement of rent or liability of Lessee on account of any injury or interference with Lessee’s business with respect to any improvements, alterations or repairs made by Lessor to the Office Building Project or any part thereof, Lessee expressly waives the benefits of any statute now or hereafter in effect which would otherwise afford Lessee the right to make repairs at Lessor’s expense or to terminate this Lease because of Lessor’s failure to keep the Premises in good order, condition and repair.

7.2 Lessee’s Obligations.

(a) Notwithstanding Lessor’s obligation to keep the Premises in good condition and repair, Lessee shall be responsible for payment of the cost thereof to Lessor as additional rent for that portion of the cost of any maintenance and repair of the Premises, or any equipment (wherever located) that serves only Lessee or the Premises, to the extent such cost is attributable to causes beyond normal wear and tear or casualty. Lessee shall be responsible for the cost of painting, repairing or replacing wall coverings, and to repair or replace any Premises improvements that are not ordinarily a part of the Building or that are above then Building standards. Lessor may, at its option, upon reasonable notice, elect to have Lessee perform any particular such maintenance or repairs the cost of which is otherwise Lessee’s responsibility hereunder.

(b) On the last day of the term hereof, or on any sooner termination, Lessee shall surrender the Premises to Lessor in substantially the same condition as received, ordinary wear and tear and casualty excepted, clean and free of debris. Any damage or deterioration of the Premises shall not be deemed ordinary wear and tear if the same could have been prevented by good maintenance practices by Lessee. Lessee shall repair any damage to the Premises occasioned by the installation or removal of Lessee’s trade fixtures, alterations, furnishings and equipment. Except as otherwise stated in this Lease, Lessee shall leave the air lines, power panels, electrical distribution systems, lighting, fixtures, air conditioning, window coverings, wall coverings, carpets, wall paneling, ceiling and plumbing on the Premises and in good operating condition.

7.3 Alterations and Additions.

(a) Lessee shall not, without Lessor’s prior written consent make any alterations, improvements, additions, Utility Installations or repairs in, on or about the Premises, or the Office Building Project. As used in this paragraph 7.3 the term “Utility Installation” shall mean carpeting, window and wall coverings, power panels, electrical distribution systems, lighting fixtures, air conditioning, plumbing, and telephone and telecommunication wiring and equipment. At the expiration of the term, Lessor may require the removal of any or all said alterations, improvements, additions or Utility Installations, and the restoration of the Premises and the Office Building Project to their prior condition, at Lessee’s expense. Should Lessor permit Lessee to make its own alterations, improvements, additions or Utility Installations, Lessee shall use only such contractor as has been expressly approved by Lessor, and Lessor may require Lessee to provide Lessor, at Lessee’s sole cost and expense, a lien and completion bond in an amount equal to one and one-half times the estimated costs of such improvements, to insure Lessor against any liability for mechanic’s and materialmen’s liens and to insure completion of the work. Should Lessee make any alterations, improvements, additions or Utility Installations without the prior approval of Lessor, or use a contractor not expressly approved by Lessor, Lessor may, at any time during the term of this Lease, require that Lessee remove any part or all of the same.

(b) Any alterations, improvements, additions or Utility Installations in or about the Premises or the Office Building Project that Lessee shall desire to make shall be presented to Lessor in written form, with proposed detailed plans. If Lessor shall give its consent to

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Lessee’s making such alteration, improvement, addition or Utility Installation, the consent shall be deemed conditioned upon Lessee acquiring a permit to do so from the applicable governmental agencies, furnishing a copy thereof to Lessor prior to the commencement of the work, and compliance by Lessee with all conditions of said permit in a prompt and expeditious manner.

(c) Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use in the Premises, which claims are or may be secured by any mechanic’s or materialmen’s lien against the Premises, the Building or the Office Building Project, or any interest therein. At Lessor’s option, such payment shall be made directly to the contractor performing such work. An administration fee equal to three percent (3%) of the total cost of Lessee’s charges may be added for Lessor’s reasonable overhead. Lessor shall not charge any administration fee for the initial tenant improvements, including Lessee’s alternate costs as reflected in Gidel & Kocal Bid dated 08/14/12 as Exhibit C1; provided, however, in no event shall any administration fee be charged for minor, cosmetic improvements or any improvements that cost less than $25,000.00.

(d) Lessee shall give Lessor not less than ten (10) days notice prior to the commencement of any work in the Premises by Lessee, and Lessor shall have the right to post notices of non-responsibility in or on the Premises or the Building as provided by law. If Lessee shall, in good faith, contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend itself and Lessor against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof against the Lessor or the Premises, the Building or the Office Building Project, upon the condition that if Lessor shall require, Lessee shall furnish to Lessor a surety bond satisfactory to Lessor in an amount equal to such contested lien claim or demand indemnifying Lessor against liability for the same and holding the Premises, the Building and the Office Building Project free from the effect of such lien or claim. In addition, Lessor may require Lessee to pay Lessor’s reasonable attorneys fees and costs in participating in such action if Lessor shall decide it is to Lessor’s best interest so to do.

(e) All alterations, improvements, additions and Utility Installations (whether or not such Utility Installations constitute trade fixtures of Lessee), which may be made to the Premises by Lessee, including but not limited to, floor coverings, panelings, doors, drapes, built-ins, moldings, sound attenuation, and lighting and telephone or communication systems, conduit, wiring and outlets, shall be made and done in a good and workmanlike manner and of good and sufficient quality and materials and shall be the property of Lessor and remain upon and be surrendered with the Premises at the expiration of the Lease term, unless Lessor requires their removal pursuant to paragraph 7.3(a). Provided Lessee is not in default, not withstanding the provisions of this paragraph 7.3(e), Lessee’s personal property and equipment, other than that, which is affixed to the Premises so that it cannot be removed without material damage to the Premises or the Building, and other than Utility Installations, shall remain the property of Lessee and may be removed by Lessee subject to the provisions of paragraph 7.2.

(f) Lessee shall provide Lessor with as-built plans and specifications for any alterations, improvements, additions or Utility Installations.

(g) Lessee may make nonstructural alterations to the interior of the Premises costing less than Twenty-Five Thousand and No/100ths Dollars ($25,000.00) per occurrence without obtaining prior written consent of Lessor, however, said alterations shall not involve the building systems (including HVAC and electrical systems). Lessor shall have the right to approve Lessee’s contractor, which approval shall not be unreasonably withheld, conditioned or delayed by Lessor. All alterations, whether or not they require Lessor’s approval, must conform to current building codes and be permitted by the City of Santa Clara municipal building department. Lessor shall elect in writing, at the time of Lessee’s request, to either require Lessee to remove the proposed alterations, additions or changes or to allow Lessee to surrender the proposed alterations, additions or changes upon expiration or earlier termination of the term of the Lease. In the event that Lessor fails to make any election concurrently with its approval of any alterations, Lessor shall be deemed to have waived its right to require removal thereof at the expiration of the Lease.

7.4 Utility Additions. Lessor reserves the right to install new or additional utility facilities throughout the Office Building Project for the benefit of Lessor or Lessee, or any other lessee of the Office Building Project, including, but not by way of limitation, such utilities as plumbing, electrical systems, communication systems, and fire protection and detection systems, so long as such installations do not unreasonably interfere with Lessee’s use of the Premises.

8.	Insurance; Indemnity.

8.1 Liability Insurance - Lessee. Lessee shall, at Lessee’s expense, obtain and keep in force during the term of this Lease a policy of Comprehensive General Liability insurance utilizing an Insurance Services Office standard form with Broad Form General Liability Endorsement (GL0404), or equivalent, in an amount of not less than $1,000,000.00 per occurrence of bodily injury and property damage combined and shall insure Lessee with Lessor as an additional insured against liability arising out of the use, occupancy or maintenance of the Premises. Compliance with the above requirement shall not, however, limit the liability of Lessee hereunder. All such insurance policies shall name Lessor as a named insured thereunder.

8.2 Liability Insurance - Lessor. Lessor shall obtain and keep in force during the term of this Lease a policy of Combined Single Limit Bodily Injury and Broad Form Property Damage Insurance, plus coverage against such other risks Lessor deems advisable from time to time, insuring Lessor, but not Lessee, against liability arising out of the ownership, use, occupancy or maintenance of the Office Building Project in an amount not less than $5,000,000.00 per occurrence.

8.3 Property Insurance - Lessee. Lessee shall, at Lessee’s expense, obtain and keep in force during the term of this Lease for the benefit of Lessee, replacement cost fire and extended coverage insurance, with vandalism and malicious mischief, sprinkler leakage and earthquake sprinkler leakage endorsements, in an amount sufficient to cover not less than 100% of the full replacement cost, as the same may exist from time to time, of all Lessee’s personal property, fixtures, equipment and Lessee improvements installed by Lessee after the Commencement Date.

8.4 Property Insurance - Lessor. Lessor shall obtain and keep in force during the term of this Lease a policy or policies of insurance covering loss or damage to the Office Building Project improvements, but not Lessee’s personal property, fixtures, equipment or Lessee improvements, in the amount of the full replacement cost thereof, as the same may exist from time to time, utilizing Insurance Services Office standard form, or equivalent, providing protection against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief, plate glass, and such other perils as Lessor deems advisable or may be required by a lender having a lien on the Office Building Project. In addition, Lessor shall obtain and keep in force, during the term of this Lease, a policy of rental value insurance covering a period of one year, with loss payable to Lessor, which insurance shall also cover all Operating Expenses for said period. Lessee will not be named in any such policies carried by Lessor and shall have no right to any proceeds therefrom. The policies required by these paragraphs 8.2 and 8.4 shall contain such deductibles as Lessor or the aforesaid lender may reasonably determine. In the event that the Premises shall suffer an insured loss as defined in paragraph 9.1(f) hereof, the deductible amounts under the applicable insurance policies shall be deemed an Operating Expense. Lessee shall not do or permit to be done anything which shall invalidate the insurance policies carried by Lessor. Lessee shall pay the entirety of any increase in the property insurance premium for the Office Building Project over what it was immediately prior to the commencement of the term of this Lease if the increase is specified by Lessor’s insurance carrier as being caused by the nature of Lessee’s occupancy or any act or omission of Lessee.

8.5 Insurance Policies. Lessee shall deliver to Lessor copies of liability insurance policies required under paragraph 8.1 or certificate evidencing the existence and amounts of such insurance within seven (7) days after the Commencement Date of this Lease. No such policy shall be cancelable or subject to reduction of coverage or other modification except after five (5) days prior written notice from Lessee to Lessor. Lessee shall, at least five (5) days prior to the expiration of such policies, notify Lessor of renewals thereof.

8.6 Waiver of Subrogation. Lessee and Lessor each hereby release and relieve the other, and waive their entire right of recovery against the other, for direct or consequential loss or damage arising out of or incident to the perils covered by property insurance carried by such party, whether due to the negligence of Lessor or Lessee or their agents, employees, contractors and/or invitees. All property insurance policies required under this Lease shall be endorsed to so provide.

8.7 Indemnity.

(a) Lessee shall indemnify and hold harmless Lessor and its agents, Lessor’s master or ground lessor, partners and lenders, from and against any and all claims for damage to the person or property of anyone or any entity arising from Lessee’s use of the Office Building Project, or from any activity, work or things done or permitted by Lessee in or about the Premises and shall further indemnify and hold harmless Lessor from and against any and all claims, costs and expenses arising from any breach or default in the performance of any obligation on

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Lessee’s part to be performed under the terms of this Lease, or arising from any act or omission of Lessee, or any of Lessee’s agents, contractors, employees, or invitees, and from and against all costs, attorney’s fees, expenses and liabilities incurred by Lessor as the result of any such use, conduct, activity, work, things done or permitted, breach, default or negligence in or about the Premises, including but not limited to the defense or pursuit of any claim or any action or proceeding involved therein; and in case any action or proceeding be brought against Lessor by reason of any such matter, Lessee upon notice from Lessor shall defend the same at Lessee’s expense by counsel reasonably satisfactory to Lessor and Lessor shall reasonably cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be so indemnified. Lessee, as a material part of the consideration to Lessor, hereby assumes all risk of damage to property of Lessee or injury to persons, in, upon or about the Office Building Project arising from any cause and Lessee hereby waives all claims in respect thereof against Lessor. Notwithstanding the foregoing, in no event shall Lessee’s indemnity obligations or waiver of claims apply to any losses arising out of Lessor’s gross negligence or willful misconduct.

(b) Lessor shall indemnify and hold harmless Lessee and its agents, Lessee’s master or ground lessor, partners and lenders, from and against any and all claims for damage to the person or property of anyone or any entity and from and against all costs, attorney’s fees, expenses and liabilities incurred by Lessee arising from the gross negligence or willful misconduct of Lessor or its agents, including but not limited to the defense or pursuit of any claim or any action or proceeding involved therein; and in case any action or proceeding be brought against Lessee by reason of any such matter, Lessor upon notice from Lessee shall defend the same at Lessor’s expense by counsel reasonably satisfactory to Lessee and Lessee shall reasonably cooperate with Lessor in such defense. Lessee need not have first paid any such claim in order to be so indemnified. Notwithstanding the foregoing, in no event shall Lessor’s indemnity obligations apply to any losses arising out of Lessee’s gross negligence or willful misconduct.

8.8 Exemption of Lessor from Liability. Lessee hereby agrees that except to the extent arising out of Lessor’s gross negligence or willful misconduct, Lessor shall not be liable for injury to Lessee’s business or any loss of income therefrom or for loss of or damage to the goods, wares, merchandise or other property of Lessee, Lessee’s employees, invitees, customers, or any other person in or about the Premises or the Office Building Project, nor shall Lessor be liable for injury to the person of Lessee, Lessee’s employees, agents or contracts, whether such damage or injury is caused by or results from theft, fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or from any other cause, whether said damage or injury results from conditions arising upon the Premises or upon other portions of the Office Building Project, or from other sources or places, or from new construction or the repair, alteration or improvement of any part of the Office Building Project, or of the equipment, fixtures or appurtenances applicable thereto, and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible, Lessor shall not be liable for any damages arising from any act or neglect of any other lessee, occupant or user of the Office Building Project, nor from the failure of Lessor to enforce the provisions of any other lease of any other lessee of the Office Building Project.

8.9 No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified in this paragraph 8 are adequate to cover Lessee’s property or obligations under this Lease.

9.	Damage or Destruction.

9.1 Definitions.

(a) “Premises Damage” shall mean if the Premises are damaged or destroyed to any extent.

(b) “Premises Building Partial Damage” shall mean if the Building of which the Premises are a part is damaged or destroyed to the extent that the cost to repair is less than fifty percent (50%) of the then Replacement Cost of the Building.

(c) “Premises Building Total Destruction” shall mean if the Building of which the Premises are a part is damaged or destroyed to the extent that the cost to repair is fifty percent (50%) or more of the then Replacement Cost of the Building.

(d) “Office Building Project Buildings” shall mean all of the building on the Office Building Project site.

(e) “Office Building Project Buildings Total Destruction” shall mean if the Office Building Project Buildings are damaged or destroyed to the extent that the cost of repair is fifty percent (50%) or more of the then Replacement Cost of the Office Building Project Buildings.

(f) “Insured Loss” shall mean damage or destruction which was caused by an event required to be covered by the insurance described in paragraph 8. The fact that an Insured Loss has a deductible amount or the failure of either party to maintain the required insurance shall not make the loss an uninsured loss.

(g) “Replacement Cost” shall mean the amount of money necessary to be spent in order to repair or rebuild the damaged area to the condition that existed immediately prior to the damage occurring, excluding all improvements made by lessees, other than those installed by Lessor at Lessee’s expenses.

9.2 Premises Damage; Premises Building Partial Damage.

(a) Insured Loss: Subject to the provisions of paragraphs 9.4 and 9.5, if at any time during the term of this Lease there is damage which is an Insured Loss and which falls into the classification of either Premises Damage or Premises Building Partial Damage, then Lessor shall, as soon as reasonably possible and to the extent the required materials and labor are readily available through usual commercial channels, at Lessor’s expense, repair such damage (but not Lessee’s fixtures, equipment or Lessee improvements originally paid for by Lessee) to its condition existing at the time of the damage, and this Lease shall continue in full force and effect.

(b) Uninsured Loss: Subject to the provisions of paragraphs 9.4 and 9.5, if at any time during the term of this Lease there is damage which is not an Insured Loss and which falls within the classification of Premises Damage or Premises Building Partial Damage, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee’s expense), Lessor may at Lessor’s option either (i) repair such damage as soon as reasonably possible at Lessor’s expense, in which event this Lease shall continue in full force and effect, or (ii) give written notice to Lessee within ten (10) days after the date of the occurrence of such damage of Lessor’s intention to cancel and terminate this Lease as of the date of the occurrence of such damage, in which event this Lease shall terminate as of the date of the occurrence of such damage.

9.3 Premises Building Total Destruction; Office Building Project Total Destruction. Subject to the provisions of paragraphs 9.4 and 9.5, if at any time during the term of this Lease there is damage, whether or not it is an Insured Loss, which falls into the classifications of either (i) Premises Building Total Destruction, or (ii) Office Building Project Total Destruction, then Lessor may at Lessor’s option either (I) repair such damage or destruction as soon as reasonably possible at Lessor’s expense (to the extent the required materials are readily available through usual commercial channels) to its condition existing at the time of the damage, but not Lessee’s fixtures, equipment or Lessee improvements, and this Lease shall continue in full force and effect, or (ii) give written notice to Lessee within ten (10) days after the date of occurrence of such damage of Lessor’s intention to cancel and terminate this Lease, in which case this Lease shall terminate as of the date of the occurrence of such damage.

9.4 Damage Near End of Term; Lessee Termination Right.

(a) Subject to paragraph 9.4(b), if at any time during the last twelve (12) months of the term of this Lease there is any damage to the Premises that adversely affects Lessee’s use of the Premises, as reasonably determined by Lessee, either party may cancel and terminate this Lease as of the date of occurrence of such damage by giving written notice to the other party of its election to do so within thirty (30) days after the date of occurrence of such damage.

(b) Notwithstanding paragraph 9.4(a), in the event that Lessee has an option to extend or renew this Lease, and the time within said option may be exercised has not yet expired, Lessee shall exercise such option, if it is to be exercised at all, no later than twenty (20) days after the occurrence of an Insured Loss falling within the classification of Premises Damage during the last twelve (12) months of the term of this Lease. If Lessee duly exercises such option during said twenty (20) day period, Lessor shall, at Lessor’s expense, repair such damage, but not Lessee’s fixtures, equipment or Lessee improvements, as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option during said twenty (20) period, then Lessor may at Lessor’s option terminate and cancel this Lease as of the expiration of said twenty (20) day period, notwithstanding any term or provision in the grant of option to the contrary.

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(c) In the event of any Premises Damage that adversely affects Lessee’s occupancy (as reasonably determined by Lessee) and is reasonably estimated to take more than 120 days to repair, Lessee shall have the right to terminate this Lease by written notice to Lessor given at any time within twenty (20) days following the occurrence of such Premises Damages.

9.5 Abatement of Rent; Lessee’s Remedies.

(a) In the event Lessor repairs or restores the Building or Premises pursuant to the provisions of this paragraph 9, and any part of the Premises are not usable (including loss of use due to loss of access or essential services), the rent payable hereunder (including Lessee’s Share of Operating Expense Increase) for the period during which such damage, repair or restoration continues shall be abated on a prorata basis to the extent of the Premises rendered unusable by Lessee. Except for said abatement of rent, if any, Lessee shall have no claim against Lessor for any damage suffered by reason of any such damage, destruction, repair or restoration, except to the extent such damage was caused by Lessor’s gross negligence or willful misconduct.

(b) If Lessor shall be obligated to repair or restore the Premises or the Building under the provisions of this Paragraph 9 and shall not commence such repair or restoration within thirty (30) days after such occurrence, or if Lessor shall not complete the restoration and repair within one hundred twenty (120) days after such occurrence, Lessee may at Lessee’s option cancel and terminate this Lease by giving Lessor written notice of Lessee’s election to do so at any time prior to the commencement or completion, respectively, of such repair or restoration. In such event this Lease shall terminate as of the date of such notice.

(c) Lessee agrees to cooperate with Lessor in connection with any such restoration and repair, including but not limited to the approval and/or execution of plans and specifications required.

9.6 Termination - Advance Payments. Upon termination of this Lease pursuant to this paragraph 9, an equitable adjustment shall be made concerning advance rent and any advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee’s security deposit as has not theretofore been applied by Lessor.

9.7 Waiver. Lessor and Lessee waive the provisions of any statute which relate to termination of leases when leased property is destroyed and agree that such event shall be governed by the terms of this Lease.

10. Real Property Taxes.

10.1 Payment of Taxes. Lessor shall pay the real property tax, as defined in paragraph 10.3, applicable to the Office Building Project subject to reimbursement by Lessee of Lessee’s Share of such taxes in accordance with the provisions of paragraph 4.2, except as otherwise provided in paragraph 10.2.

10.2 Additional Improvements. Lessee shall not be responsible for paying any increase in real property tax specified in the tax assessor’s records and work sheets as being caused by additional improvements placed upon the Office Building Project by other lessees or by Lessor for the exclusive enjoyment of any other lessee. Lessee shall, however, pay to Lessor at the time that Operating Expenses are payable under paragraph 4.2(c) the entirety of any increase in real property tax if assessed solely by reason of additional improvements placed upon the Premises by Lessee or at Lessee’s request.

10.3 Definition of “Real Property Tax”. As used herein, the term “real property tax” shall include any form of real estate tax or assessment, general, special, ordinary or extraordinary, and any license fee, commercial rental tax, improvement bond or bonds, levy or tax (other than inheritance, personal income or estate taxes) imposed on the Office Building Project or any portion thereof by any authority having the direct or indirect power to tax, including any city, county, state or federal government, or any school, agricultural, sanitary, fire, street drainage or other improvement district thereof, as against any legal or equitable interest of Lessor in the Office Building Project or in any portion thereof, as against Lessor’s right to rent or other income therefrom, and as against Lessor’s business of leasing the Office Building Project. The term “real property tax” shall also include any tax, fee, levy, assessment or charge (i) in substitution of, partially or totally, any tax, fee levy, assessment or charge hereinabove, included within the definition of “real property tax”, or (ii) the nature of which was hereinbefore included, within the definition of “real property tax”, or (iii) which is imposed for a service or right not charged prior to June 1, 1978, or, if previously charged, has been increased since June 1, 1978, or (iv) which is imposed as a result of a change in ownership, as defined by applicable local statutes for property tax purposes, of the Office Building Project or which is imposed by reason of this transaction, any modification or changes hereto, or any transfers hereof.

10.4 Joint Assessment. If the improvements or property, the taxes for which are to be paid separately by Lessee under paragraph 10.2 or 10.5 are not separately assessed, Lessee’s portion of that tax shall be equitably determined by Lessor from the respective valuations assigned in the assessor’s work sheets or such other information (which may include the cost of construction) as may be reasonably available. Lessor’s reasonable determination thereof, in good faith, shall be conclusive.

10.5 Personal Property Taxes.

(a) Lessee shall pay prior to delinquency all taxes assessed against and levied upon trade fixtures, furnishings, equipment and all other personal property of Lessee contained in the Premises or elsewhere.

(b) If any of Lessee’s said personal property shall be assessed with Lessor’s real property, Lessee shall pay to Lessor the taxes attributable to Lessee within ten (10) business days after receipt of a written statement setting forth the taxes applicable to Lessee’s property.

11. Utilities.

11.1 Services Provided by Lessor. Lessor shall provide heating, ventilation, air conditioning at temperatures necessary for the reasonable comfort of its tenants and occupants, and janitorial service in accordance with the specifications attached hereto as Exhibit E , reasonable amounts of electricity for normal lighting and office machines, water for reasonable and normal drinking and lavatory use, and replacement light bulbs and/or fluorescent tubes and ballasts for standard overhead fixtures.

11.2 Services Exclusive to Lessee. Lessee shall pay for all water, gas, heat, light, power, telephone and other utilities and services specially or exclusively supplied and/or metered exclusively to the Premises or to Lessee, together with any taxes thereon. If any such services are not separately metered to the Premises, Lessee shall pay at Lessor’s option, either Lessee’s Share or a reasonable proportion to be determined by Lessor of all charges jointly metered with other premises in the Building.

11.3 Hours of Service. Said services and utilities shall be provided during generally accepted business days and hours or such other days or hours as may hereafter be set forth. Utilities and services required at other times shall be subject to advance request and reimbursement by Lessee to Lessor of the cost thereof. During the term of the Lease, Lessee’s hours of HVAC operation shall be 7:00 a.m. to 6:00 p.m. Monday through Friday. Further, during the term of the Lease Lessee shall be entitled to six hundred (600) hours of HVAC afterhours service per year at the rate of $25.00 per hour. Any HVAC afterhours usage beyond the six (600) hundred hours per year shall be charged to Lessee at the rate of $45.00 per hour.

11.4 Excess Usage by Lessee. Lessee shall not make connection to the utilities except by or through existing outlets and shall not install or use machinery or equipment in or about the Premises that uses excess water, lighting or power, or suffer or permit any act that causes extra burden upon the utilities or services, including but not limited to security services, over standard office usage for the Office Building Project. Lessor shall require Lessee to reimburse Lessor for any excess expenses or costs that may arise out of a breach of this subparagraph by Lessee. Lessor may, in its sole discretion, install at Lessee’s expense supplemental equipment and/or separate metering applicable to Lessee’s excess usage or loading.

11.5 Interruptions. There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor’s reasonable control or in cooperation with governmental request or directions.

12. Assignment and Subletting.

12.1 Lessor’s Consent Required. Lessee shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber all or any part of Lessee’s interest in the Lease or in the Premises, without Lessor’s prior written consent, which Lessor shall not unreasonably withhold. Lessor shall respond to Lessee’s request for consent hereunder within twenty (20) days of receipt of (i) Lessee’s request, (ii) copy of the proposed sublease or assignment, and (iii) financial statements for such assignee or sublessee, and any attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall be void. “Transfer” within the meaning of this paragraph 12 shall include the transfer or transfers aggregating: (a) if Lessee is a corporation, more than twenty-five percent (25%) of the voting

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stock of such corporation, or (b) if Lessee is a partnership, more than twenty-five percent (25%) of the profit and loss participation in such partnership. In no event shall any public offering of shares of stock on a national stock exchange or any issuance of stock in connection with raising capital constitute a Transfer, and no Lessor consent shall be required in connection therewith.

12.2 Lessee Affiliate. Notwithstanding the provisions of paragraph 12.1 hereof, Lessee may assign or sublet the Premises, or any portion thereof, without Lessor’s consent (and Lessor’s recapture right shall not apply), to any corporation which controls, is controlled by or is under common control with Lessee, or to any corporation resulting from the merger or consolidation with Lessee, or to any person or entity which acquires all the assets of Lessee as a going concern of the business that is being conducted on the Premises, all of which are referred to as “Lessee Affiliate”; provided that before such assignment shall be effective, (a) said assignee shall assume, in full, the obligations of Lessee under this Lease, (b) Lessor shall be given written notice of such assignment and assumption, and (c) and the use is consistent with Lessee’s present use. Any such assignment shall not, in any way, affect or limit the liability of Lessee under the terms of this Lease even if after such assignment or subletting the terms of this Lease are materially changed or altered without the consent of Lessee, the consent of whom shall not be necessary.

12.3 Terms and Conditions Applicable to Assignment and Subletting.

(a) Regardless of Lessor’s consent, no assignment or subletting shall release Lessee of Lessee’s obligations hereunder or alter the primary liability of Lessee to pay the rent and other sums due Lessor hereunder including Lessee’s Share of Operating Expense Increase, and to perform all other obligations to be performed by Lessee hereunder.

(b) Lessor may accept rent from any person other than Lessee pending approval or disapproval of such assignment.

(c) Neither a delay in the approval or disapproval of such assignment or subletting, nor the acceptance of rent, shall constitute a waiver or estoppel of Lessor’s right to exercise its remedies for the breach of any of the terms or conditions of this paragraph 12 or this Lease.

(d) If Lessee’s obligations under this Lease have been guaranteed by third parties, then an assignment or sublease, and Lessor’s consent thereto, shall not be effective unless said guarantors give their written consent to such assignment or sublease and the terms thereof.

(e) The consent by Lessor to any assignment or subletting shall not constitute consent to any subsequent assignment or subletting by lessee or to any subsequent or successive assignment or subletting by the sublessee. However, Lessor may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable on the Lease or sublease and without obtaining their consent and such action shall not relieve such persons from liability under this Lease or said sublease; however, such persons shall not be responsible to the extent any such amendment or modification enlarges or increases the obligations of the Lessee or sublessee under this Lease or such sublease.

(f) In the event of any default under this Lease, Lessor may proceed directly against Lessee, any guarantors or any one else responsible for the performance of this Lease, including the sublessee, without first exhausting Lessor’s remedies against any other person or entity responsible therefor to lessor, or any security held by Lessor or Lessee.

(g) Lessor’s written consent to any assignment or subletting of the Premises by Lessee shall not constitute an acknowledgment that no default then exists under this Lease of the obligations to be performed by Lessee nor shall such consent be deemed a waiver of any then existing default, except as may be otherwise stated by Lessor at the time.

(h) The discovery of the fact that any financial statement relied upon by Lessor in giving its consent to an assignment or subletting was materially false shall, at Lessor’s election, render Lessor’s said consent null and void.

12.4 Additional Terms and Conditions Applicable to Subletting. Regardless of Lessor’s consent, the following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:

(a) Lessee hereby assigns and transfers to Lessor all of Lessee’s interest in all rentals and income arising from any sublease heretofore or hereafter made by Lessee, and Lessor may collect such rent and income and apply same toward Lessee’s obligations under this Lease; provided, however, that until a default shall occur in the performance of Lessee’s obligations under this Lease (subject to applicable notice and cure periods), Lessee may receive, collect and enjoy the rents accruing under such sublease. Lessor shall not by reason of this or any other assignment of such sublease to Lessor nor by reason of the collection of the rents from a sublessee, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee’s obligations to such sublessee under such sublease. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a default exists in the performance of Lessee’s obligations under this Lease, to pay to Lessor the rents due and to become due under to sublease. Lessee agrees that such sublessee shall have the right to rely upon any such statement and request from Lessor, and that such sublessee shall pay such rents to Lessor without any obligation or right to inquire as to whether such default exists and notwithstanding any notice from or claim from Lessee to the contrary. Lessee shall have no right or claim against said sublessee or Lessor for any such rents so paid by said sublessee to Lessor, provided that such payments shall be credited towards rent due from Lessee.

(b) No sublease entered into by Lessee shall be effective unless and until it has been reasonably approved in writing by Lessor. Once approved by Lessor, such sublease shall not be changed or modified without Lessor’s prior written consent. Any sublease shall, by reason of entering into a sublease under this Lease, be deemed for the benefit of Lessor, to have assumed and agreed to conform and comply with each and every obligation herein to be performed by Lessee other than such obligations as are contrary to or inconsistent with provisions contained in a sublease to which Lessor has expressly consented in writing.

(c) In the event Lessee shall default in the performance of its obligations under this Lease, Lessor at its option and without any obligation to do so, may require any sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of Lessee under such sublease from the time of the exercise of said option to the termination of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to Lessee (except to the extent transferred to Lessor) or for any other prior defaults of Lessee under such sublease.

(d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor’s prior written consent.

(e) With respect to any subletting to which Lessor has consented, Lessor agrees to deliver a copy of any notice of default by Lessee to the sublessee. Such sublessee shall have the right to cure a default of Lessee within three (3) days after service of said notice of default upon such sublessee, and the sublessee shall have a right of reimbursement and offset from and against Lessee for any such defaults cured by the sublessee.

(f) Lessor and Lessee agree to split 50/50, any rental paid by a subtenant in excess of the rent being paid by Lessee, after all actual subleasing expenses are recovered by Lessee (which shall include brokerage commissions, attorneys’ and accountants’ fees, marketing costs, tenant improvement allowances, free rent periods and any other sublessee inducements or concessions). In calculating excess rent for any sublease, Lessee shall also be entitled to deduct $25,000.00 in costs of alterations to the Premises made by Lessee at its own expense, including alterations for Lessee’s benefit and occupancy, provided that Lessee has spent at least $25,000.00 in the aggregate for any such alterations. However, Lessor reserves the right to recapture the premises within the twenty (20) day period, and in the event that Lessee desires to sublease and in the event Lessor elects to recapture the premises; Lessor shall release Lessee from its lease obligations. Notwithstanding the foregoing, Lessee shall have the right to withdraw its request for such proposed subletting or assignment within five (5) business days following receipt of Lessor’s notice of exercise of its recapture right, and following notice of such withdrawal, Lessor’s recapture right shall be terminated as to such proposed subletting or assignment.

12.5 Lessor’s Expenses. In the event Lessee shall assign or sublet the Premises or request the consent of Lessor to any assignment or subletting or if Lessee shall request the consent of Lessor for any act Lessee proposes to do then Lessee shall pay Lessor’s actual and reasonable out-of-pocket costs and expenses incurred in connection therewith, including attorneys’, architects’, engineers’ or other consultants fees, provided that Lessor provides Lessee with an estimate of such costs following Lessee’s written request, and in no event shall Lessor charge any administrative mark-up of such costs.

12.6 Conditions to Consent. Lessor reserves the right to condition any approval to assign or sublet upon Lessor’s determination that (a) the proposed assignee or sublease shall conduct a business on the Premises of a quality substantially equal to that of Lessee and consistent with the general character of the other occupants of the Office Building Project and not in violation of any exclusives or rights then held by other Lessees, and (b) if Lessee is to be released from its obligations under the Lease, which is at the sole discretion of Lessor, the proposed assignee or sublessee has the same or greater net worth as Lessee was expected to be at the time of the execution of this Lease or of such assignment or subletting, whichever is greater.

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13. Default; Remedies.

13.1 Default. The occurrence of any one or more of the following events shall constitute a material default of this Lease by Lessee:

(a) The failure by Lessee to make any payment of rent of any other payment required to be made by Lessee hereunder, as and when due, where such failure shall continue for a period of five (5) business days after written notice thereof from Lessor to Lessee. Such notice shall be in lieu of, and not in addition to, the statutory notice required under applicable law.

(b) The breach by Lessee of any of the covenants, conditions or provisions of paragraphs 7.3(a), (b) or (d) (alterations), 12.1 (assignment or subletting), 13.1(e) (insolvency), 13.1(f) (false statement), 16(a) (estoppel certificate), 30(b) (subordination), 33 (auctions), or 41.1 (easements), and failure to cure same within five (5) business days (to the extent that such breach is capable of being cured), all of which are hereby deemed to be material defaults without the necessity of any notice by Lessor to Lessee thereof.

(c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee other than those referenced in subparagraphs (a) and (b) above, where such failure shall continue for a period of thirty (30) days after written notice thereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s noncompliance is such that more than thirty (30) days are reasonable required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. To the extent permitted by law, such thirty (30) day notice shall constitute the sole and exclusive notice required to be given to Lessee under applicable Unlawful Detainer statutes.

(d) (i) The making by Lessee of any general arrangement or general assignment for the benefit of creditors; (ii) Lessee becoming a “debtor” as defined in 11 U.S.C. §101 or any successor stature thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within sixty (60) days; (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease; where possession is not restored to Lessee within thirty (30) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within thirty (30) days. In the event that any provision of this paragraph 13.1(e) is contrary to any applicable law, such provision shall be of no force or effect.

(e) The discovery by Lessor that any financial statement given to Lessor by Lessee, or its successor in interest or by any guarantor of Lessee’s obligation hereunder was materially false.

13.2 Remedies. In the event of any material default or breach of this Lease by Lessee, Lessor may at any time thereafter, with or without notice or demand and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such default:

(a) Terminate Lessee’s right to possession of the Premises by any lawful means, in which case this Lease and the term hereof shall terminate and Lessee shall immediately surrender possession of the Premises to Lessor. In such event Lessor shall be entitled to recover from Lessee all damages incurred by Lessor by reason of Lessee’s default including, but not limited to, the cost of recovering possession of the Premises; expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys’ fees, and any real estate commission actually paid; the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid rent for the balance of the term after the time of such award exceeds the amount of such rental loss for the same period that Lessee proves could be reasonably avoided; that portion of the leasing commission paid by Lessor pursuant to paragraph 15 applicable to the unexpired term of this Lease.

(b) Maintain Lessee’s right to possession in which case this Lease shall continue in effect whether or not Lessee shall have vacated or abandoned the Premises. In such event Lessor shall be entitled to enforce all of Lessor’s rights and remedies under this Lease, including the right to recover the rent as it becomes due hereunder.

(c) Pursue any other remedy now or hereafter available to Lessor under the laws or judicial decisions of the state wherein the Premises are located. Unpaid installments of rent and other unpaid monetary obligations of Lessee under the terms of this Lease shall bear interest from the date due at the maximum rate then allowable by law.

13.3 Default by Lessor. Lessor shall not be in default unless Lessor fails to perform obligations required of Lessor within a reasonable time, but in no event later than thirty (30) days after written notice by Lessee to Lessor and to the holder of any first mortgage or deed of trust covering the Premises whose name and address shall have theretofore been furnished to Lessee in writing, specifying wherein Lessor has failed to perform such obligation; provided, however, that if the nature of Lessor’s obligation is such that more than thirty (30) days are required for performance then Lessor shall not be in default if Lessor commences performance within such 30-day period and thereafter diligently pursues the same to completion.

13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee to Lessor of Base Rent, Lessee’s Share of Operating Expense Increase or other sums due hereunder will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges and late charges which may be imposed on Lessor by the terms of any mortgage or trust deed covering the Office Building Project. Accordingly, if any installment of Base Rent, Operating Expense Increase, or any other sum due from Lessee shall not be received by Lessor or Lessor’s designee within ten (10) days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall pay to Lessor a late charge equal to six percent (6%) of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of late payment by Lessee. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee’s default with respect to such overdue amount, nor prevent Lessor from exercising any of the other rights and remedies granted hereunder.

14. Condemnation. If the Premises or any portion thereof or the Office Building Project are taken under the power of eminent domain, or sold under the threat of the exercise of said power (all of which are herein called “condemnation”), this Lease shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever first occurs; provided that if so much of the Premises or the Office Building Project are taken by such condemnation as would substantially and adversely affect the operation and profitability of Lessee’s business conducted from the Premises, Lessee shall have the option, to be exercised only in writing within thirty (30) days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within thirty (30) days after the condemning authority shall have taken possession), to terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the rent and Lessee’s Share of Operating Expense Increase shall be reduced in the proportion that the floor area of the Premises taken bears to the total floor areas of the Premises. Common Areas taken shall be excluded from the Common Areas usable by Lessee and no reduction of rent shall occur with respect thereto or by reason thereof. Lessor shall have the option in its sole discretion to terminate this Lease as of the taking of possession by the condemning authority, by giving written notice to Lessee of such election within thirty (30) days after receipt of notice of a taking by condemnation of any part of the Premises or the Office Building Project. Any award for the taking of all or any part of the Premises or the Office Building Project under the power of eminent domain or any payment made under threat of the exercise of such power shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold or for the taking of the fee, or as severance damages; provided, however, that Lessee shall be entitled to any separate award for loss of or damage to Lessee’s trade fixtures, removable personal property and unamortized Lessee improvements that have been paid for by Lessee. For that purpose the cost of such improvements shall be amortized over the original term of this Lease excluding any options. In the event that this Lease is not terminated by reason of such condemnation, Lessor shall to the extent of severance damages received by Lessor in connection with such condemnation, repair any damage to the Premises caused by such condemnation except to the extent that Lessee has been reimbursed therefor by the condemning authority. Lessee shall pay any amount in excess of such severance damages required to complete such repair.

15. Broker’s Fee.

(a) The brokers involved in this transaction are Colliers International as “listing broker” and Colliers International as “cooperating broker”, licensed real estate broker(s). A “cooperating broker” is defined as any broker other than the listing broker entitled to a share of any commission arising under this Lease. Upon execution of this Lease by both parties, Lessor shall pay to said brokers jointly, or in such separate shares as they may mutually designate in writing, a fee as set forth in a separate agreement between Lessor and said broker(s).

(b) Lessee and Lessor each represent and warrant to the other that neither has had any dealings with any person, firm, broker or finder (other than the person(s), if any, whose names are set forth in paragraph 15(a), above) in connection with the negotiation of this Lease and/or the consummation of the transaction contemplated hereby, and no other broker or other person, firm or entity is entitled to any commission or

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finder’s fee in connection with said transaction and Lessee and Lessor do each hereby indemnify and hold the other harmless from and against any costs, expenses, attorneys’ fees or liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying party.

16. Estoppel Certificate.

(a) Each party (as “responding party”) shall at any time upon not less than ten (10) business days’ prior written notice from the other party (“requesting party”) execute, acknowledge and deliver to the requesting party a statement in writing (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) and the date to which the rent and other charges are paid in advance, if any, (ii) acknowledging that there are not, to the responding party’s knowledge, any uncured defaults on the part of the requesting party, or specifying such defaults if any are claimed, and (iii) such other matters requested by the requesting party. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Office Building Project or of the business of Lessee. In the event that Lessee fails to deliver such estoppel within ten (10) business days, Lessee shall be deemed to have agreed to all of the terms of the estoppel if it fails to deliver such estoppel within three (3) business days following such second (2 ^nd ) written notice.

(b) If Lessor desires to finance, refinance, or sell the Office Building Project, or any part thereof, Lessee hereby agrees to deliver to any lender or purchaser designated by Lessor such financial statements of Lessee. All such financial statements shall be received by Lessor and such lender or purchases in confidence and shall be used only for the purposes herein set forth. If Lessee’s financial statements are publicly available, Lessee shall be deemed to have performed its obligation to deliver financial statements hereunder.

17. Lessor’s Liability. The term “Lessor” as used herein shall mean only the owner or owners, at the time in question, of the fee title or a lessee’s interest in a ground lease of the Office Building Project, and except as expressly provided in paragraph 15, in the event of any transfer of such title or interest, Lessor herein named (and in case of any subsequent transfers then the grantor) shall be relieved from and after the date of such transfer of all liability as respects Lessor’s obligations thereafter to be performed, provided that any funds in the hands of Lessor or the then grantor at the time of such transfer, in which Lessee has an interest, shall be delivered to the grantee. The obligations contained in the Lease to be performed by Lessor shall, subject as aforesaid, be binding on Lessor’s successors and assigns, only during their respective periods of ownership.

18. Severability. The invalidity of any provision of this Lease as determined by a court of competent jurisdiction shall in no way affect the validity of any other provision hereof.

19. Interest on Past-due Obligation. Except as expressly herein provided, any amount due to Lessor not paid when due shall bear interest at the maximum rate then allowable by law or judgments from the date due. Payment of such interest shall not excuse or cure any default by Lessee under this Lease; provided, however, that interest shall not be payable on late charges incurred by Lessee nor on any amounts upon which late charges are paid by Lessee.

20. Time of Essence. Time is of the essence with respect to the obligations to be performed under this Lease.

21. Additional Rent. All monetary obligations of Lessee to Lessor under the terms of this Lease; including but not limited to Lessee’s Share of Operating Expense Increase and any other expenses payable by Lessee hereunder shall be deemed to be rent.

22. Incorporation of Prior Agreements; Amendments. This Lease contains all agreements of the parties with respect to any matter mentioned herein. No prior or contemporaneous agreement or understanding pertaining to any such matter shall be effective. This Lease may be modified in writing only, signed by the parties in interest at the time of the modification. Except as otherwise stated in this Lease, Lessee hereby acknowledges that neither the real estate broker listed in paragraph 15 hereof, if any, nor any cooperating broker on this transaction nor the Lessor or any employee or agents of any of said persons has made any oral or written warranties or representations to Lessee relative to the condition or use by Lessee of the Premises or the Office Building Project and Lessee acknowledges that Lessee assumes all responsibility regarding the Occupational Safety Health Act, the legal use and adaptability of the Premises and the compliance thereof with all applicable laws and regulations in effect during the term of this Lease.

23. Notices. Any notice required or permitted to be given hereunder shall be in writing and may be given by personal delivery or by certified or registered mail, and shall be deemed sufficiently given if delivered or addressed to Lessee or to Lessor at the address noted below or adjacent to the signature of the respective parties, or to such other places as Lessee or Lessor may hereafter designate in writing, as the case may be. Mailed notices shall be deemed given upon actual receipt at the address required, or forty-eight hours following deposit in the mail, postage prepaid, whichever first occurs. Either party may by notice to the other specify a different address for notice purposes except that upon Lessee’s taking possession of the Premises, the Premises shall constitute Lessee’s address for notice purposes. A copy of all notices required or permitted to be given to Lessor hereunder shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate by notice to Lessee.

24. Waivers. No waiver by Lessor of any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach by Lessee of the same or any other provision. Lessor’s consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor’s consent to or approval of any subsequent act by Lessee. The acceptance of rent hereunder by Lessor shall not be a waiver of any preceding breach by Lessee of any provision hereof, other than the failure of Lessee to pay the particular rent so accepted, regardless of Lessor’s knowledge of such preceding breach at the time of acceptance of such rent.

25. Recording. Either Lessor or Lessee shall, upon request of the other, execute, acknowledge and deliver to the other a “short form” memorandum of this Lease for recording purposes.

26. Holding Over. If Lessee, with Lessor’s consent, remains in possession of the Premises or any part thereof after the expiration of the term hereof, such occupancy shall be a tenancy from month to month upon all the provisions of this Lease pertaining to the obligations of Lessee, except that the rent payable shall be one hundred and fifty percent (150%) of the rent payable immediately preceding the termination date of this Lease, and all Options, if any, granted under the terms of this Lease shall be deemed terminated and be of no further effect during said month to month tenancy.

27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

28. Covenants and Conditions. Each provision of this Lease performable by Lessee shall be deemed both a covenant and a condition.

29. Binding Effect; Choice of Law. Subject to any provision hereof restricting assignment or subletting by Lessee and subject to the provisions of paragraph 17, this Lease shall bind the parties, their personal representatives, successors and assigns. This Lease shall be governed by the laws of the State of California and any litigation concerning this Lease between the parties hereto shall be initiated in the County of Santa Clara.

30. Subordination.

(a) This Lease, and any Option or right of first refusal granted hereby, at Lessor’s option, shall be subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security now or hereafter placed upon the Office Building Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, such subordination is expressly conditioned upon receipt from any mortgagee of a non-disturbance agreement on such mortgagee’s form. If any mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Lessee, this Lease and such Options shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease or such Options are dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof.

(b) Lessee agrees to execute any documents required to effectuate an attornment, a subordination, or to make this Lease or any Option granted herein prior to the lien of any mortgage, deed of trust or ground lease, as the case may be, subject to the non-disturbance agreement requirements under subparagraph 30(a) above.

31. Attorney’s Fees.

31.1 If either party or the broker(s) named herein bring an action to enforce the terms hereof or declare rights hereunder, the prevailing party in such action, trial or appeal thereon, shall be entitled to his reasonable attorneys’ fees to be paid by the losing party as fixed by the court in the same or a separate suit, and whether or not such action is pursued to decision or judgment. The provisions of this paragraph shall inure to the benefit of the broker named herein who seeks to enforce a right hereunder.

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31.2 The attorneys’ fee award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys’ fees reasonably incurred in good faith.

31.3 Lessor shall be entitled to reasonable attorneys’ fees and all other costs and expenses incurred in the preparation and service of notice of default and consultations in connection therewith, whether or not a legal transaction is subsequently commenced in connection with such default.

32. Lessor’s Access.

32.1 Lessor and Lessor’s agents shall have the right to enter the Premises at reasonable times for the purpose of inspecting the same, performing any services required of Lessor, showing the same to prospective purchasers, lenders, or lessees, taking such safety measures, erecting such scaffolding or other necessary structures, making such alterations, repairs, improvements or additions to the Premises or to the Office Building Project as Lessor may reasonably deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits throughout the Premises and/or other premises as long as there is no material adverse effect to Lessee’s use of the Premises. Lessor may at any time place on or about the Premises or the Building any ordinary “For Sale” signs, and in the last six (6) months of the Term, “For Lease” signs.

32.2 All activities of Lessor pursuant to this paragraph shall be without abatement of rent, nor shall Lessor have any liability to Lessee for the same.

32.3 Lessor shall have the right to retain keys to the Premises and to unlock all doors in or upon the Premises other than to files, vaults and safes, and in the case of emergency to enter the Premises by any reasonably appropriate means, and any such entry shall not be deemed a forceable or unlawful entry or detainer of the Premises or an eviction. Lessee waives any charges for damages or injuries or interference with Lessee’s property or business in connection therewith.

33. Auctions. Lessee shall not conduct, nor permit to be conducted, either voluntarily or involuntarily, any auction upon the Premises or the Common Areas without first having obtained Lessor’s prior written consent. Notwithstanding anything to the contrary in this Lease, Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to grant such consent. The holding of any auction on the Premises or Common Areas in violation of this paragraph shall constitute a material default of this Lease.

34. Signs. Lessee shall not place any sign upon the Premises or the Office Building Project without Lessor’s prior written consent. Under no circumstances shall Lessee place a sign on any roof of the Office Building Project. Lessor grants Lessee the right to install and maintain, at Lessee’s sole cost and expense, exterior signage at the top of the exterior of the building, consistent with what Tokyo Electronics formerly had in place, provided that the design, color, size and location of the sign shall be subject to Lessor’s approval, and shall be subject to approval by the City of Santa Clara. Further, Lessee shall be listed on the building’s directories. The cost of all directory and suite identification signage shall be borne by the Lessor.

35. Merger. The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, or a termination by Lessor, shall not work a merger, and shall, at the option of Lessor, terminate all or any existing subtenancies or may, at the option of Lessor, operate as an assignment to Lessor of any or all of such subtenancies.

36. Consents. Except for paragraph 33 (auctions) and 34 (signs) hereof, wherever in this Lease the consent of one party is required to an act of the other party such consent shall not be unreasonably withheld, unreasonably conditioned or delayed.

37. Guarantor. In the event that there is a guarantor of this Lease, said guarantor shall have the same obligations as Lessee under this Lease.

38. Quiet Possession. Upon Lessee paying the rent for the Premises and observing and performing all of the covenants, conditions and provisions on Lessee’s part to be observed and performed hereunder, Lessee shall have quiet possession of the Premises for the entire term hereof subject to all of the provisions of this Lease. The individuals executing this Lease on behalf of Lessor represent and warrant to Lessee that they are fully authorized and legally capable of executing this Lease on behalf of Lessor and that such execution is binding upon all parties holding an ownership interest in the Office Building Project.

39. Options.

39.1 Definition. As used in this paragraph the word “Option” has the following meaning: (1) the right or option to extend the term of this Lease or to renew this Lease or to extend or renew any lease that Lessee has on other property of Lessor; (2) the option of right of first refusal to lease the Premises or the right of first offer to lease the Premises or the right of first refusal to lease other space within the Office Building Project or other property of Lessor or the right of first offer to lease other space within the Office Building Project or other property of Lessor; (3) the right or option to purchase the Premises or the Office Building Project, or the right or option to purchase other property of Lessor, or the right of first refusal to purchase other property of Lessor or the right of first offer to purchase other property of Lessor.

39.2 Options Personal. Each Option granted to Lessee in this Lease is personal to the original Lessee and may be exercised only by the original Lessee while occupying the Premises who does so without the intent of thereafter assigning this Lease or subletting the Premises or any portion thereof, and may not be exercised or be assigned, voluntarily or involuntarily, by or to any person or entity other than Lessee; provided, however, that an Option may be exercised by or assigned to any Lessee Affiliate as defined in paragraph 12.2 of this Lease. The Options, if any, herein granted to Lessee are not assignable separate and apart from this Lease, nor may any Option be separated from this Lease in any manner, either by reservation or otherwise.

39.3 Multiple Options. In the event that Lessee has any multiple options to extend or renew this Lease a later option cannot be exercised unless the prior option to extend or renew this Lease has been so exercised.

39.4 Effect of Default on Options.

(a) Lessee shall have no right to exercise an Option, notwithstanding any provision in the grant of Option to the contrary, (i) during the time commencing from the date Lessor gives to Lessee a notice of default pursuant to paragraph 13.1(c) or 13.1(d) and continuing until the noncompliance alleged in said notice of default is cured, or (ii) during the period of time commencing on the day after a monetary obligation to Lessor is due from Lessee and unpaid (without any necessity for notice thereof to Lessee) and continuing until the obligation is paid, or (iii) in the event that Lessor has given to Lessee three or more notices of material default under paragraph 13.1(c), or paragraph 13.1(d), whether or not the defaults are cured, during the 12 month period of time immediately prior to the time that Lessee attempts to exercise the subject Option, (iv) if Lessee has committed any non-curable breach, including without limitation those described in paragraph 13.1(b), or is otherwise in default of any terms, covenants or conditions of this Lease and such default has not been cured.

(b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee’s inability to exercise an Option because of the provisions of paragraph 39.4(a).

40. Security Measures - Lessor’s Reservations.

40.1 Lessee hereby acknowledges that Lessor shall have no obligation whatsoever to provide guard service or other security measures for the benefit of the Premises or the Office Building Project. Lessee assumes all responsibility for the protection of Lessee, its agents, and invitees and the property of Lessee and of Lessee’s agents and invitees from acts of third parties. Nothing herein contained shall prevent Lessor, at Lessor’s sole option, from providing security protection for the Office Building Project or any part thereof, in which event the cost thereof shall be included within the definition of Operating Expenses, as set forth in paragraph 4.2(b).

40.2 Lessor shall have the following rights, provided that Lessor shall not adversely affect Lessee’s occupancy in connection with exercising such rights:

(a) To change the name, address or title of the Office Building Project or building in which the Premises are located upon not less than ninety (90) days prior written notice;

(b) To, at Lessee’s expense, provide and install Building standard graphics on the door of the Premises and such portions of the Common Areas as Lessor shall reasonably deem appropriate;

(c) To permit any lessee the exclusive right to conduct any business as long as such exclusive does not conflict with any rights expressly given herein;

(d) To place such signs, notices or displays as Lessor reasonably deems necessary or advisable upon the roof, exterior of the buildings or the Office Building Project or on pole signs in the Common Areas;

40.3 Lessee shall not:

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(a) Use a representation (photographic or otherwise) of the Building or the Office Building Project or their name(s) in connection with Lessee’s business;

(b) Suffer or permit anyone, except in emergency, to go upon the roof of the Building.

41. Easements.

41.1 Lessor reserves to itself the right, from time to time, to grant such easements, rights and dedications that Lessor deems necessary or desirable, and to cause the recordation of Parcel Maps and restrictions, so long as such easements, rights, dedications, Maps and restrictions do not adversely interfere with the use of the Premises by Lessee. Lessee shall sign any of the aforementioned documents upon request of Lessor, subject to any changes thereto as reasonably requested by Lessee.

41.2 The obstruction of Lessee’s view, air, or light by any structure erected in the vicinity of the Building, whether by Lessor or third parties, shall in no way affect this Lease or impose any liability upon Lessor.

42. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one party to the other under the provisions hereof, the party against whom the obligation to pay the money is asserted shall have the right to make payment “under protest” and such payment shall not be regarded as a voluntary payment, and there shall survive the right on the part of said party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said party to pay such sum or any part thereof, said party shall be entitled to recover such sum or so much thereof as it was not legally required to pay under the provisions of this Lease.

43. Authority. If Lessee is a corporation, trust, or general or limited partnership, Lessee, and each individual executing this Lease on behalf of such entity represent and warrant that such individual is duly authorized to execute and deliver this Lease on behalf of said entity. If Lessee is a corporation, trust of partnership. Lessee shall, within thirty (30) days after execution of this Lease, deliver to Lessor evidence of such authority satisfactory to Lessor.

44. Conflict. Any conflict between the printed provisions, Exhibits or Addenda of this Lease and the typewritten or handwritten provisions, if any, shall be controlled by the typewritten or handwritten provisions.

45. No Offer. Preparation of this Lease by Lessor or Lessor’s agent and submission of same to Lessee shall not be deemed an offer to Lessee to lease. This Lease shall become binding upon Lessor and Lessee only when fully executed by both parties.

46. Lender Modification. Lessee agrees to make such reasonable modifications to this Lease as may be reasonably required by an institutional lender in connection with the obtaining of normal financing or refinancing of the Office Building Project, provided no such modifications shall eliminate or decrease any of Lessee’s rights or increase Lessee’s obligations or liabilities under this Lease.

47. Termination of Existing Lease. Lessor shall have entered into a termination agreement (“Termination Agreement”) with the existing tenant at the Premises concurrently with the execution of this Lease, and as an express condition to the effectiveness of this Lease, and Lessor shall provide Lessee with a fully executed copy of the Termination Agreement.

47. Multiple Parties. If more than one person or entity is named as either Lessor or Lessee herein, except as otherwise expressly provided herein, the obligations of the Lessor or Lessee herein shall be the joint and several responsibility of all persons or entities named herein as such Lessor or Lessee, respectively.

49. Work Letter. This Lease is supplemental by that certain Work Letter of even date executed by Lessor and Lessee, attached hereto as Exhibit C, and incorporated herein by this reference.

50. No Smoking Building. This is a no smoking building. Smoking is not permitted in the premises or any interior area of the building, in the parking garage, or within a minimum of twenty (20) feet of all building entrances and exits.

51. Exhibits. Attached hereto are the following documents which constitute a part of this Lease.


Exhibit A:		Floor Plan
Exhibit B:		Rules and Regulations for Standard Office Lease
Exhibit C:		Work Letter to Standard Office Lease
Exhibit C-1:		Gidel & Kocal Bid
Exhibit D:		Furniture List
Exhibit E:		Janitorial Specifications

52. Lessor’s Work.

Prior to the Commencement Date, Lessor, at Lessor’s sole cost and expense, shall perform Lessor’s Work, as reflected in the Work Letter.

53. Common Area Work.

Lessor, at Lessor’s sole cost and expense, shall be responsible for completing the following work to the third floor restrooms prior to the Commencement Date:

(a) Replace Mirrors;

(b) Re-grout tile;

(d) Refurbish lighting and wall covering to a mutually acceptable standard;

(e) Ensure ventilation system in the bathrooms are exchanging air at a reasonable level and otherwise working properly.

Such work shall be completed in a good and workmanlike manner, and in compliance with Applicable Requirements.

54. Condition of Premises.

At the Commencement Date, the Premises shall be provided to Lessee in good condition and repair. Lessee shall have six (6) months following Commencement Date to report to Lessor any problems relating to the Premises’ building systems (e.g., HVAC, electrical or plumbing) and Lessor, at Lessor’s sole cost and expense, shall commence and complete the necessary repairs in a timely manner.

Prior to the Commencement Date, Lessor grants Lessee, at Lessee’s sole cost and expense, the right to contract with a mechanical contractor to survey the air conditioning system currently servicing the premises.

55. Furniture.

Lessor grants Lessee the right to use the existing fifty-one cubicles and chairs located in Suite 300, at no additional charge or rent to Lessee, as more particularly described in Exhibit D to the Lease

55. Bike Lockers.

Lessor grants Lessee the right to install in the building garage, a total of ten (10) enclosed bike lockers, for Lessee’s exclusive use. Lessor shall contribute up to five thousand dollars ($5,000.00) towards the cost of purchase and installation of said lockers. Lessor and Lessee shall mutually agree upon the selection of the bike lockers and the location of their placement.

56. Expansion Rights.

During the term of Lessee’s Lease, Lessor grants Lessee an ongoing right of first refusal (subject to the existing rights of existing tenants) to lease any space that becomes available on a direct basis on the second or fourth floors. This right goes into effect once Lessor has reached a

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general agreement with a bona fide, third party, unaffiliated prospective tenant for space on the second or fourth floors. Lessor shall then provide Lessee with written notice, summarizing the basic terms and conditions that have been negotiated between the prospect and Lessor and Lessee shall have ten (10) days to elect to lease the subject space or to decline said space.

57. Option to Extend.

Lessor grants Lessee one (1) option to extend the term for five (5) years. To exercise the option Lessee is required to provide Lessor with written notification a minimum of nine (9) months before expiration of the Lease term. In no event shall notice be considered by Lessor earlier than 12 months before expiration of the Lease term unless otherwise agreed to by Lessor. In the event that Lessee elects to exercise the option to extend, all of the terms and conditions of the Lease shall remain the same except that the Base Rent shall be one hundred percent (100%) of Fair Market Rental Rate and the base year for calculating operating expenses shall be reset to the calendar year following the commencement of the renewal term, and in no event will the Base Rent at the beginning of the option period be less than the rent being paid at the expiration of the Lease

For purposes of the Lease, the term “Fair Market Rental Rate” shall mean the annual amount per rentable square foot that a willing tenant would pay and a willing landlord would accept in current transactions between non-affiliated parties from new, non-expansion, non-renewal and non-equity tenants of comparable credit-worthiness, for comparable space, for a comparable use, for a comparable period of time (“Comparable Transactions”) in buildings that are comparable to and located in the vicinity (defined as the City of Santa Clara Office/ submarkets) of the Building (“Comparable Building”). In any determination of Comparable Transactions appropriate consideration shall be given to the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, the type of escalation clause (e.g., whether increases in additional rent are determined on a net or gross basis, and if gross, whether such increases are determined according to a base year or a base dollar amount expense stop) the extent of Lessee’s liability under the Lease, abatement provisions reflecting free rent and/or no rent during the period of construction or subsequent to the commencement date as to the space in question), length of the lease term, size and location of premises being leased, building standard work letter and/or tenant improvement allowances, if any, and other generally applicable conditions of tenancy for such Comparable Transactions The intent is that Lessee will obtain the same or similar rent and other economic benefits that a tenant would otherwise obtain in Comparable Transactions and that Lessor will make and receive the same or similar economic payments and concessions that a landlord would otherwise make and receive in Comparable Transactions.

Lessor shall determine the Fair Market Rental Rate by using its good faith judgment. Lessor shall provide written notice of such amount within fifteen (15) days after Lessee provides the notice to Lessor exercising Lessee’s option rights which require a calculation of the Fair Market Rental Rate. Lessee shall have thirty (30) days (“Lessee’s Review Period”) after receipt of Lessor’s notice of the new rental within which to accept such rental or to reasonably object thereto in writing. In the event Lessee objects, Lessor and Lessee shall attempt to agree upon such Fair Market Rental Rate using their best good faith efforts. If Lessor and Lessee fail to reach agreement within fifteen (15) days following Lessee’s Review Period (“Outside Agreement Date”), then each party shall place in a separate sealed envelope their final proposal as to Fair Market Rental Rate and such determination shall be submitted to arbitration in accordance with Subsections (a) through (e) below. Failure of Lessee to so elect in writing within Lessee’s Review Period shall conclusively be deemed its disapproval of the Fair Market Rental Rate determined by Lessor.

In the event that Lessor fails to timely generate the initial written notice of Lessor’s opinion of the Fair Market Rental Rate which triggers the negotiation period of this Article, then Lessee may commence such negotiations by providing the initial notice, in which event Lessor shall have fifteen (15) days (“Lessor’s Review Period”) after receipt of Lessee’s notice of the new rental within which to accept such rental. In the event Lessor fails to accept in writing such rental proposed by Lessee, then such proposal shall be deemed rejected, and Lessor and Lessee shall attempt in good faith to agree upon such Fair Market Rental Rate using their best good faith efforts. If Lessor and Lessee fail to reach agreement within fifteen (15) days following Lessor’s Review Period (which shall be, in such event, the “Outside Agreement Date” in lieu of the above definition of such date), then each party shall place in a separate sealed envelope their final proposal as to the Fair Market Rental Rate and such determination shall be submitted to arbitration in accordance with the procedure set out below.

Lessor and Lessee shall meet with each other within five (5) business days of the Outside Agreement Date and exchange the sealed envelopes and then open such envelopes in each other’s presence. If Lessor and Lessee do not mutually agree upon the Fair Market Rental Rate within five (5) business days of the exchange and opening of envelopes, then, within ten (10) business days of the exchange and opening of envelopes, Lessor and Lessee shall agree upon and jointly appoint and jointly pay for a single arbitrator who shall by profession be a real estate broker who shall have been active over the five (5) year period ending on the date of such appointment in the leasing of commercial Office/R&D properties in the vicinity of the Building. Neither Lessor nor Lessee shall consult with such broker as to his or her opinion as to Fair Market Rental Rate prior to the appointment. The determination of the arbitrator shall be limited solely to the issue of whether Lessor’s or Lessee’s submitted Fair Market Rental Rate for the Property is the closest to the actual Fair Market Rental Rate for the Property as determined by the arbitrator, taking into account the requirements of this Article. Such arbitrator may hold such hearings and require such briefs as the arbitrator, in his or her sole discretion, determines is necessary. In addition, Lessor or Lessee may submit to the arbitrator, with a copy to the other party, within five (5) business days after the appointment of the arbitrator any market data and additional information that such party deems relevant to the determination of the Fair Market Rental Rate (“FMRR Data”) and the other party may submit a reply in writing within five (5) business days after receipt of such FMRR Data.

The arbitrator shall, within thirty (30) days of his or her appointment, reach a decision as to whether the parties shall use Lessor’s or Lessee’s submitted Fair Market Rental Rate, and shall notify Lessor and Lessee of such determination.

The decision of the arbitrator shall be binding upon Lessor and Lessee, except as provided below.

The cost of arbitration shall be paid by Lessor and Lessee equally.

58. Access.

Lessee shall be permitted access to the Premises and parking facility twenty-four hours a day, seven days a week, fifty-two weeks a year.

59. Restoration.

Upon Lessor approval of the initial tenant improvement plan, Lessor shall waive restoration of the initial Premises as it relates to the initial improvements.

60. Non-Disturbance.

Lessor hereby represents and warrants that the Office Building Project is not encumbered by any deed of trust or mortgage as of the date hereof. Lessee will only agree to subordinate its leasehold interest during the term of the Lease to a future mortgagee only if such mortgagee provides Lessee with a non-disturbance agreement reasonably acceptable to Lessee.

61. No Relocation.

During the term of the Lease and any option to extend, Lessor shall not be allowed to relocate Lessee’s Premises anywhere within the Building or the Office Building Project.

[Signature pages to follow.]

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LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.


LESSOR		LESSEE

Bayland Corporation A California Corporation		Inphi Corporation A Delaware Corporation

By:	/s/ Adam Henderson	By:	/s/ John S. Edmunds
Its:	Adam Henderson, President	Its:	Chief Financial Officer

By:		By:
Its:		Its:


Executed at		Executed at

on		on September 21, 2012

Address		Address

Notice Address:		Notice Address: Prior to Lease Commencement
Bayland Corporation		Inphi Corporation
100 Century Center Court, Suite 210		3945 Freedom Circle, Suite 1100
San Jose, CA 95112		Santa Clara, CA 95054

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LOGO

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RULES AND REGULATIONS

Dated: September 20, 2012

By and between Bayland Corporation and Inphi Corporation

GENERAL RULES

Sidewalks, halls, passages, exits, entrances, elevators, escalators and stairways shall not be obstructed by Lessees or used by them for any purpose other than for ingress to and egress from their respective premises. The halls, passages, exits, entrances, elevators and stairways are not for the use of the general public and Lessor shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in the judgment of Lessor, shall be prejudicial to the safety, character, reputation and interests of the Building and its Lessees, provided that nothing herein contained shall be construed to prevent such access to persons with whom any Lessee normally deals in the ordinary course of such Lessee’s business unless such persons are engaged in illegal activities. No Lessee, and no employees or invitees of any Lessee, shall go upon the roof of the Building, except as authorized by Lessor.

No sign, placard, picture, name, advertisement or notice, visible from the exterior of leased premises shall be inscribed, painted, affixed, installed or otherwise displayed by any Lessee either on its premises or any part of the Building without the prior written consent of Lessor, and Lessor shall have the right to remove any such sign, placard, picture, name, advertisement, or notice without notice to and at the expense of the Lessee.

If Lessor shall have given consent to any Lessee at any time, whether before or after the execution of the lease, such consent shall in no way operate as a waiver or release of any of the provisions hereof or of such lease, and shall be deemed to relate only to the particular sign, placard, picture, name, advertisement or notice so consented to by Lessor and shall not be construed as dispensing with the necessity of obtaining the specific written consent of Lessor with respect to any other such sign, placard, picture, name, advertisement or notice.

All approved signs or lettering on doors and walls shall be printed, painted, affixed or inscribed at the expense of the Lessee by a person approved by Lessor.

3.	The bulletin board or directory of the Building will be provided exclusively for the display of the name and location of Lessees and Lessor reserves the right to exclude any other names therefrom.

No curtains, draperies, blinds, shutters, screens or other coverings, awnings, hangings or decorations shall be attached to, hung or placed in, or used in connection with, any window or door on any premises without the prior written consent of Lessor. In any event with the prior written consent of Lessor, all such items shall be installed inboard of Lessor’s standard window coverings and shall in no way be visible from the exterior of the Building. No articles shall be placed or kept on the window sills so as to be visible from the exterior of the Building. No articles shall be placed against glass partitions or doors which might appear unsightly from outside Lessee’s Premises.

Lessor reserves the right to exclude from the Building between the hours of 6:30 p.m. and 6:30 a.m. and at all hours on Saturdays, Sundays, and holidays all persons who are not Lessees or their accompanied guests in the Building. Each Lessee shall be responsible for all persons for whom it allows to enter the building and shall be liable to Lessor for all acts of such persons. Lessor shall in no case be liable for damages for error with regard to the admission to or exclusion from the Building of any person.

During the continuance of any invasion, mob, riot, public excitement or other circumstance rendering such action advisable in Lessor’s opinion, Lessor reserves the right to prevent access to the Building by closing the doors, or otherwise, for the safety of Lessees and protection of the Building and property in the Building.

No Lessee shall employ any person or persons other than the janitor of Lessor for the purpose of cleaning Premises unless otherwise agreed to by Lessor in writing. Except with the written consent of Lessor no person or persons other than those approved by Lessor shall be permitted to enter the Building for the purpose of cleaning the same. No Lessee shall cause any unnecessary labor by reason of such Lessee’s carelessness or indifference in the preservation of good order and cleanliness of the Premises. Lessor shall in no way be responsible for any loss of property on the Premises, however occurring, or for any damage done to the effects of any Lessee by the janitor or any other employee or any other person.

7.	Lessee shall not employ any service or contractor for services or work to be performed in the Building, except as approved by Lessor.

No Lessee shall obtain for use upon its premises ice, drinking water, food, beverage, towel or other similar services except through facilities provided by Lessor (and maintained by Lessee) and under regulations fixed by Lessor, or accept barbering or boot blacking services in its Premises except from persons authorized by Lessor.

Each Lessee shall see that all doors of its Premises are closed and securely locked and must observe strict care and caution that all water faucets or water apparatus are entirely shut off before Lessee or its employees leave such Premises, and that all utilities shall likewise be carefully shut off, so as to prevent waste or damage, and for any default or carelessness the Lessee shall make good all injuries sustained by other Lessees or occupants of the Building or Lessor. On multiple-tenancy floors, all Lessees shall keep the door or doors to the Building corridors closed at all times except for ingress or egress.

10.

As more specifically provided in the Lessee’s Lease of the Premises, Lessee shall not waste electricity, water or air-conditioning and agrees to cooperate fully with Lessor to assure the most effective operation of the Building’s heating and air-conditioning, and shall refrain from attempting to adjust any controls other than room thermostats installed for Lessee’s use.

11.	No Lessee shall alter any lock or access device or install a new or additional lock or access device or any bolt on any door of its Premises without the prior written consent of Lessor. If Lessor shall give its consent, the Lessee shall in each case furnish Lessor with a key for any such lock.

12.

No Lessee shall make or have made additional copies of any keys or access devices provided by Lessor. Each Lessee, upon the termination of the Tenancy, shall deliver to Lessor all the keys or access devices for the Building, offices, rooms and toilet rooms which shall have been furnished the Lessee or which the Lessee shall have had made. In the event of the loss of any keys or access devices so furnished by Lessor, Lessee shall pay Lessor therefor.

13.

The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein, and the expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the Lessee who, or whose employees or invitees, shall have caused it.

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14.

No Lessee shall use or keep in its Premises or the Building any kerosene, gasoline or inflammable or combustible fluid or material other than limited quantities necessary for the operation or maintenance of office or office equipment. No Lessee shall use any method of heating or air-conditioning other than that supplied by Lessor.

15.	Lessee shall not suffer or permit smoking or carrying of lighted cigars or cigarettes in areas reasonably designated by Lessor or by applicable governmental agencies as non-smoking areas.

16.

No Lessee shall use, keep or permit to be used or kept in its Premises any foul or noxious gas or substance or permit or suffer such premises to be occupied or used in a manner offensive or objectionable to Lessor or other occupants of the Building by reason of noise, odors and/or vibrations or interfere in any way with other Lessees or those having business therein, nor shall any animals or birds be brought or kept in or about any premises of the Building.

17.

No cooking shall be done or permitted by any Lessee on its Premises (except that use by the Lessee of a microwave and Underwriters’ Laboratory approved equipment for the preparation of coffee, tea, hot chocolate and similar beverages for Lessees and their employees shall be permitted, provided that such equipment and use is in accordance with all applicable federal, state and city laws, codes, ordinances, rules and regulations), nor shall Premises be used for lodging.

18.

Except with the prior written consent of Lessor, no Lessee shall sell, or permit the sale, at retail, of newspapers, magazines, periodicals, theatre tickets or any other goods or merchandise in or on any premises, nor shall Lessee carry on, or permit or allow any employee or other person to carry on, the business of stenography, typewriting or any similar business in or from any premises for the service or accommodation of occupants of any other portion of the Building, nor shall the premises of any Lessee be used for the storage of merchandise or for manufacturing of any kind, or the business of a public barber shop, beauty parlor, nor shall the premises of any Lessee be used for any improper, immoral or objectionable purpose, or any business or activity other than that specifically provided for in such Lessee’s lease.

19.	If Lessee requires telegraphic, telephonic, burglar alarm or similar services, it shall first obtain, and comply with, Lessor’s instructions in their installation.

20.

Lessor will direct electricians as to where or how telephone, telegraph and electrical wires are to be introduced or installed. No boring or cutting for wires will be allowed without the prior written consent of Lessor. The location of burglar alarms, telephones, call boxes and other office equipment affixed to all premises shall be subject to the written approval of Lessor.

21.	No Lessee shall install any radio or television antenna, loudspeaker or any other device on the exterior walls or the roof of the Building. Lessee shall not interfere with radio or television broadcasting or reception from or in the Building or elsewhere.

22.

No Lessee shall lay linoleum, tile, carpet or any other floor covering so that the same shall be affixed to the floor of its premises in any manner except as approved in writing by Lessor. The expense of repairing any damage resulting from a violation of this rule or the removal of any floor covering shall be borne by the Lessee by whom, or by whose contractors, employee or invitees, the damage shall have been caused.

23.

No furniture, freight, equipment, materials, supplies, packages, merchandise or other property will be received in the Building or carried up or down in the elevators except between such hours and in such elevators as shall be designated by Lessor. Lessor shall have the right to prescribe the weight, size and position of all safes, furniture or other heavy equipment brought into the Building. Safes or other heavy objects shall, if considered necessary by Lessor, stand on wood strips of such thickness as determined by Lessor to be necessary to properly distribute the weight thereof. Lessor will not be responsible for loss of or damage to any such safe, equipment or property from any cause, and all damage done to the Building by moving or maintaining any such safe, equipment or other property shall be repaired at the expense of Lessee.

Business machines and mechanical equipment belonging to Lessee which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable to Lessor or to any Lessees in the Building shall be placed and maintained by Lessee, at Lessee’s expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. The persons employed to move such equipment in or out of the Building must be acceptable to Lessor.

24.

No Lessee shall place a load upon any floor of the premises which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. No Lessee shall mark, or drive nails, screw or drill into, the partitions, woodwork or plaster or in any way deface such Premises or any part thereof.

25.	No Lessee shall install, maintain or operate upon the Premises any vending machine without the written consent of Lessor.

26.

There shall not be used in any space, or in the public areas of the Building, either by any Lessee or others, any hand trucks except those equipped with rubber tires and side guards or such other material-handling equipment as Lessor may approve. No other vehicles of any kind shall be brought by any Lessee into or kept in or about the Premises.

27.

Each Lessee shall store all its trash and garbage within the interior of its Premises. No material shall be placed in trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the city without violation of any law or ordinance governing such disposal. All trash, garbage and refuse disposal shall be made only through entryways and elevators provided for such purposes and at such times as Lessor shall designate.

28.	Canvassing, soliciting, distribution of handbills or any other written material, and peddling in the Building are prohibited and each Lessee shall cooperate to prevent the same. No Lessee shall make room-to-room solicitation of business from other Lessees in the building.

29.	Lessor shall have the right, exercisable without notice and without liability to any Lessee, to change the name and address of the Building.

30.	Lessor reserves the right to exclude or expel from the Building any person who, in Lessor’s judgment, is intoxicated or under the influence of liquor or drugs or who is in violation of any of the rules and regulations of the Building.

31.	Without the prior written consent of Lessor, Lessee shall not use the name of the Building in connection with or in promoting or advertising the business of Lessee except as Lessee’s address.

32.	Lessee shall comply with all safety, fire protection and evacuation procedures and regulations established by Lessor or any governmental agency.

33.	Lessee assumes any and all responsibility for protecting its Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed.

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34.

The requirements of Lessees will be attended to only upon application at the office of the Building Manager by an authorized individual. Employees of Lessor shall not perform any work or do anything outside of their regular duties unless under special instructions from Lessor, and no employees will admit any person (Lessee or otherwise) to any office without specific instructions from Lessor.

35.

Lessor may waive any one or more of these Rules and Regulations for the benefit of any particular Lessee or Lessees, but no such waiver by Lessor shall be construed as a waiver of such Rules and Regulations in favor of any other Lessee or Lessees, nor prevent Lessor from thereafter enforcing any such Rules and Regulations against any or all Lessees of the Building.

36.

Lessor reserves the right to make other reasonable rules and regulations as in its judgment may from time to time be needed for safety and security, for care and cleanliness of the Building and for the preservation of good order therein. Lessee agrees to abide by all such Rules and Regulations hereinabove stated and any additional rules and regulations which are adopted.

37.	Lessee shall use carpet protectors under all desk chairs.

38.	Lessee agrees to keep balcony doors closed at all times, except during ingress and egress.

39.	Lessee shall be responsible for the observance of all of the foregoing Rules and Regulations by Lessee’s employees, agents, clients, customers, invitees and guests.

PARKING RULES

1.	Parking areas shall be used only for parking by vehicles no longer than full size, passenger automobiles herein called “Permitted Size Vehicles”. Vehicles other than Permitted Size Vehicles are herein referred to as “Oversized Vehicles”.

2.	Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee’s employees, suppliers, shippers, customers, or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such activities.

3.	Parking stickers or identification devices shall be the property of Lessor and be returned to Lessor by the holder thereof upon termination of the holder’s parking privileges. Lessee will pay such replacement charge as is reasonably established by Lessor for the loss of such devices.

4.	Lessor reserves the right to refuse the sale of monthly identification devices to any person or entity that willfully refuses to comply with the applicable rules, regulations, laws and /or agreements.

Lessor reserves the right to relocate all or a part of parking spaces from floor to floor, within one floor, and/or to reasonably adjacent offsite location(s), and to reasonably allocate them between compact and standard size spaces, as long as the same complies with applicable laws, ordinances and regulations.

6.	Users of the parking areas will obey all posted signs and park only in the areas designated for vehicle parking.

7.	Unless otherwise instructed, every person using the parking area is required to park and lock his own vehicle. Lessor will not be responsible for any damage to vehicles, injury to person or loss of property, all of which risks are assumed by the party using the parking area.

8.	Validation, if established, will be permissible only by such method or methods as Lessor and/or its licensee may establish at rates generally applicable to visitor parking.

9.	The maintenance, washing, waxing or cleaning of vehicles in the parking structure or Common Areas is prohibited.

10.	Lessee shall be responsible for seeing that all of its employees, agents and invitees comply with the applicable parking rules, regulations, laws and agreements.

11.	Lessor reserves the right to modify these rules and/or adopt such other reasonable and non-discriminatory rules and regulations as it may deem necessary for the proper operation of the parking area.

12.	Such parking use as is herein provided is intended merely as a license only and no bailment is intended or shall be created hereby.

13.	Lessor reserves the right to designate the use of the parking spaces on the Premises.

14.	Lessee or Lessee’s guests shall park between designated parking lines only, and shall not occupy two parking spaces with one car. Vehicles in violation of the above shall be subject to tow-away, at vehicle owner’s expense.

15.	Vehicles parked on Premises overnight without prior written consent of the Lessor shall be deemed abandoned and shall be subject to tow-away at vehicle owner’s expense.

16.	Lessee shall be responsible for the observance of all of the foregoing Parking Rules by Lessee’s employees, agents, clients, customers, invitees and guests.

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EXHIBIT C

WORK LETTER TO STANDARD OFFICE LEASE

Dated September 20, 2012

By and between Bayland Corporation and Inphi Corporation

The Premises shall be constructed in accordance with Lessor’s Standard Improvements, as outlined in Exhibit “A” and Construction Bid from Gidel & Kocal Construction, dated 08/14/12 and attached as Exhibit C-1.

1. Lessor’s Work. Lessor shall construct, at Lessor’s sole cost and estimate, the improvements to the Premises in accordance with the plans and specifications prepared by James Crawford, A.I.A., dated September 12, 2012, and described in the floor plan attached as Exhibit A to this Lease (“Lessor’s Work”), and the Gidel and Kocal Construction Co. Proposal dated August 14, 2012 attached hereto as Exhibit C-1 (“Cost Estimate”), using building standard materials similar to Suite 300. Lessor’s Work shall expressly include items 4 and 6 of the Cost Estimate. Alternate items #1, #2, #3, #5, #7, #8, #9 and #10 of the Cost Estimate shall be excluded from Lessor’s Work, and if constructed, at Lessee’s sole option, shall be at Lessee’s sole cost and expense.

In addition, Lessor’s Work shall expressly include the following improvements:

(a)

All code compliance work and/or life safety work, whether or not it involves the Premises or the Building common areas;

(b)

Installation of all equipment necessary to provide a minimum of (i) 5 tons of dedicated air on a 24/7 basis to service the Tele/Network Room (#313), and (ii) 12 tons of dedicated air to Lessee’s Engineering Lab (#308).

Meters will be placed on the HVAC system described in Paragraph 1(b) above and shall be subject to Paragraph 11.2 of the Lease, provided that the cost of installing such separate metering shall be borne by Lessor.

2.	Completion.

1.1

Lessor shall obtain a building permit to construct Lessor’s Work as soon as possible.

1.2

Lessor shall substantially complete the construction of Lessor’s Work as soon as possible after the obtaining of necessary building permits. Lessor shall cause Lessor’s Work to be constructed in a good and workmanlike manner and in compliance with all Applicable Requirements.

1.3

The term “substantial completion”, as used in this Work Letter, and derivatives thereof, means that building department of the municipality having jurisdiction of the Premises shall have made a final inspection of the improvements and authorized a final release of restriction on the use of public utilities in connection therewith and the same are in broom-clean condition, and that that Lessor’s Work has been completed, except minor punch list items, completion of which will not interfere with Lessee’s occupancy of the Premises.

1.4

Lessor shall use its best efforts to substantially complete Lessor’s Work on or before December 15, 2012.

1.5

If Lessor shall be delayed at any time in the process of the construction of Lessor’s Work or any portion thereof by extra work, changes in construction ordered by Lessee, or by strikes, lockouts, fire, delay in transportation, unavoidable casualties, rain or weather conditions, governmental procedures or delay, or by any other cause beyond Lessor’s control, then the Commencement Date established in paragraph 1.5 of the Lease shall be extended by the period of such delay.

Term.

Upon substantial completion of Lessor’s Work, Lessor and Lessee shall execute an amendment to the Lease setting forth the date of Tender of Possession as defined in paragraph 3.2.1 of the Lease or of actual taking of possession, whichever first occurs, as the Commencement Date of this Lease.

4.	Work Done by Lessee.

Any work done by Lessee shall be done only with Lessor’s prior written consent and in conformity with a valid building permit and all applicable rules, regulations, laws and ordinances, and be done in a good and workmanlike manner with good and sufficient materials. All work shall be done only by contractors approved by Lessor.

5.	Taking of Possession of Premises.

Lessor shall notify Lessee of the estimated substantial completion date at least ten (10) days before said date, and Lessee shall thereafter have the right to enter the Premises to commence construction of any Improvements Lessee is to construct and to equip and fixturize the Premises.

6.	Acceptance of Premises.

Lessee shall notify Lessor in writing of any items that Lessee deems incomplete or incorrect in order for the Premises to be acceptable to Lessee within six (6) months following Tender of Possession as set forth in paragraph 3.2.1 of the Lease to which this Work Letter is attached, and all such items shall be completed by Lessor at Lessor’s sole cost and expense. Lessee shall be deemed to have accepted the Premises and approved construction if Lessee does not deliver such a list to Lessor within such six (6) month-period.

Initials: /s/ JE

/s/AH

EXHIBIT C-1

Proposal


Gidel & Kocal Construction Co.
574 Division Street				PROPOSAL: 006828 DATE: 08/14/12
Campbell, CA 95008-6906				SHtn: Bunker Hill 2953 #300 TI
(408) 370-0280 Fax (408) 370-0335


CLIENT: 171		PROJECT: 37034
Sleepy Hollow Management		Bunker Hill 2953
100 Century Center Court		2953 Bunker Hill
Suite 210		Santa Clara, CA
San Jose, CA 95112

Contractor agrees to furnish all equipment, materials, supplies, services and labor in accordance with all applicable labor, building and Building Plans and Specifications and to complete the following work:

General Notes:

1.	Assumes all work to be done during normal working hours.

2.	If required, permit and Recycling Program fees to be provided on a “cost pass thru” basis plus a procurement fee.

3.	Includes final janitorial.

4.	Includes MEP plans, calculations, Title 24 documents and engineering.

5.	Excludes corrections of any existing code or ADA violations, not specifically listed.

6.	Excludes special inspections, if required.

7.	Excludes any testing, reporting or handling of hazardous materials.

8.	Excludes Title 24 Duct Leakage testing and certification for HVAC systems.

9.	Proposal is valid for 30 days.

10.	Budget is based on the job walk with Dale Green and Jim Crawford on 7/3/12.

BASE BID:


GENERAL CONDITIONS
Permits & Plan Check			7,500
1. Allowance for permits.
Progressive Clean-up			4,560
Janitorial Service			2,399
1. Final janitorial.
Project Manager			720
Supervision			6,240
SITE WORK

Initials: /s/ JE

/s/AH


Proposal		Page 2
006828		08/14/12


Soft Demolition			20,580
1. Removal of selected walls, doors, frames, millwork, ceilings tiles, flooring, rack and libert unit.
2. Remove (2) door and frames to the coffee room, remove existing soffit and wing walls in the conference room.

CONCRETE

Saw Cuts/Coring			1,200

METALS

Misc. Metals			600
1. Supports for the countertops in the restrooms.

DOORS/WINDOWS/GLASS

Doors			18,696
1. Furnish and install (2) sets of doubles doors, frames and hardware in the lab and storage area.
2. Furnish and install (1) building standard double door, frame and hardware with full lite glass at the entry.
3. Furnish and install (2) new single doors at the new restrooms and (1) into the lab and (1) at the back hallway.
4. Relocate one existing door in storage room #316.

Glazing			9,000
1. Furnish and install new storefront glass at the new conference room to match the style of conference room 302.
2. Furnish and install (2) new restroom mirrors.

FINISHES

MtlFraming/Wallboard			19,380
1. Construct new full height walls with insulation.
2. Construct new under grid columns at the entry door.
3. Construct new under grid walls with insulation.
4. Support hard lid ceiling in hallway at the rear of the space.
5. Patch wall scars throughout the entire suite after wall removal.
6. Patch and repair blank outlets throughout the space.
7. Fill in one window at the existing server room.
8. Fill in two doors at the coffee area, rebuild (2) wing walls and rebuild one soffit above the pass through bar.

Misc Wallboard			6,300

Acoustical Ceilings			47,747
1. Patch and repair existing ceiling after walls have been removed and new walls have been installed. Includes patching around hallway and the full height wall at the entry.
2. Furnish and install new Armstrong Fire Rated Second Look II Ceiling Tile in the expansion suite.
3. Includes safety wires for up to 20 new/relocated light fixtures.
4. Includes patching back the t-bar at the new soffit over the pass through bar.

*** Excludes seismic up-grade of the existing ceiling grid.

*** Excludes tenting light fixtures not already tented.


Proposal		Page 3
006828		08/14/12


Tile			6,108

1. Furnish and install 6x6 GRP 1 Dale tile for the wainscot, 2x2 Dale keystone tile on the floor and 6x6 base in the new restrooms. Includes anti-fracture membrane, thin-set and grout.

Solid Surface			3,600
1. Furnish and install new ceasarstone countertops in the new restrooms. Color TBD.
Flooring			56,918
1. Furnish and install Designweave Tranquil Harmony carpet tile in the expansion suite only.
2. Furnish and install Designweave (Color TBD) accent tile to enclose the existing hallway carpet.
3. Furnish and install 4” Burke base to match the existing in suite #300.
4. Furnish and install Armstrong Standard Excelon VCT in the new break room only.

*** Flooring for the lab is not included in the base bid. See alt.

Paint			14,597
1. Paint the entire expansion suite (including doors/frames), all new walls and any walls affected by construction. Includes touch-up paint in suite #300.

SPECIALTIES

Bath Accessories			3,044
1. Furnish and install;
(2) B8226 Soap Dispensers
(2) B3944 recessed Paper Towel & Waste
(2 sets) Grab bars for the toilets and showers
(2) B2888 TP Dispensers
(2) B221 Seat Cover Dispensers
(2) B5181 Folding shower seats
(2) B6047/204-3/204-1 Shower curtain rod and hooks
(2) B76727 Double Robe Hooks

Signage			391
1. Provide and install standard ADA signage for the new restrooms and path of travel.

EQUIPMENT

Appliances			2,784
1. Furnish and install (2) new ADA dishwashers in the break room and in the coffee area.

FURNISHINGS

Cabinetry			47,987
1. Furnish and install 11’ of standard laminate uppers, lowers and countertop outside of office #326.
2. Furnish and install 16’ of standard laminate uppers, lowers and countertop in the printer copy area.
3. Furnish and install 14’ of standard laminate lower cabinets and countertop in conference rm. 359.
4. Furnish and install 10’ of standard laminate uppers, lowers and countertop in coffee area.
5. Furnish and install 13’ of standard laminate uppers, lowers and countertop in the new break room.
6. Furnish and install 19’ of standard laminate countertop for the “L” shaped bar in the break room.
7. Includes an allowance of $9,000 to furnish and install 12’ new standard laminate base cabinets, countertop and bar doors (sliding or folding) between conference room 359 and coffee area 358.

*** Excludes mail slot in the printer, copy area.


Proposal		Page 4
006828		08/14/12


PLUMBING/MECHANICAL
Plumbing		12,420
1. Furnish and install (2) new ADA break room sinks and faucets for the break area and coffee room, cap off one existing sink in the existing break room, supply and install (2) fiberglass showers, (2) under counter mount sinks and faucets, (2) ADA toilets and all rough plumbing.
Fire Sprinklers
1. Modify the existing fire sprinkler layout for the new wall layout. Includes plans.		5,460
Fire Extinguishers		312
1. Relocate existing fire extinguishers as needed for the new wall layout. Excludes new fire extinguishers and/or recharging the existing.
Mechanical		19,200
1. Relocate t-stats as needed for the new wall layout.
2. Reduct existing zones to accommodate the new layout.
3. Relocate the existing supply and return registers to match the new layout.
4. Furnish and install new t-bar supply and return diffusers as necessary, re-using the existing where possible.
5. Furnish and install new fire dampers and fire blanket for new diffusers only.
6. Furnish and install (2) smoke fire dampers for the new lobby.
7. Furnish and install (1) new re-heat VAV box dedicated to the new conference room in the lobby.
8. Furnish and install new hot water piping for the new VAV box.
9. Furnish and install (1) new pneumatically thermostatic
10. Comfort air balance the entire suite
11. Includes plans.
ELECTRICAL
Electrical		52,030
Allowance for;
1. Demolition, relocation and safe-off of electrical at wall to be removed.
2. Install new standard outlets dedicated outlets and data ring/strings.
3. Motion switches, GFCI outlets, lights and exhaust fan connection in the new restrooms.
4. Relocate existing light fixtures for the new wall layout.
5. Hook up (2) fire smoke dampers in the new full height wall.
6. Providing power to new cubes in office area 321.
7. Includes plans.
Security Wiring		5,000
1. Allowance to install security access controls to the elevators.
Fire Protect. Wiring		9,350
1. Includes relocating devices for the new wall layout, plans, permit and re-programing.

TOTAL BASE BID:	$	384,123
ALTERNATES:


Proposal		Page 5
006828		08/14/12


ALTERNATES:
001 Lab Electrical, HVAC, ESD		52,789
1. Includes re-ducting the existing 10 ton unit to the new server room.
2. 36 dedicated fourplexes, 2 30 amp 250 volt receptacles, 4 power poles, grounding system, panel relocation, wiremold raceway on the work benches and (1) Emon Demon on the lab panel.
3. Furnish and install ESD “Flexco” 12x12 titles in the new lab. Color TBD.

TOTAL ALTERNATE 001:	$	52,789
002 Remove (6) Offices		13,296
1. Removed (6) selected offices. Includes wall demo, ceiling and flooring patch, re-switching lighting, wall patch and paint, electrical safe-off, and relocation of HVAC grilles and t-stats.

TOTAL ALTERNATE 002:	$	13,296
003 Larger Windows – (8) Offices		10,560
1. Install 6’x9’ sidelites on (8) existing private offices. Includes demo, wrapping the opening in sheetrock and installing sash metal frames with 1/4” glass.

TOTAL ALTERNATE 003:	$	10,560
004 Check Out (E) VAV Boxes		275
1. Check out existing VAV boxes with repair letter to follow. Price per unit/29 VAV boxes.

TOTAL ALTERNATE 004:	$	275
005(2) Lab Windows		1,704
1. Furnish and install (2) 4’x6’ windows in one lab wall. Windows to be set in clear aluminum frame.

TOTAL ALTERNATE 005:	$	1,704
006 Tent Existing Light Fixtures		14,565
1. Existing light fixtures in the expansion suite are not curently tented. This is an add to tent the exiating lights if needed.

TOTAL ALTERNATE 006:	$	14,565
007 Clean Dry Air		17,214
1. Furnish and install (1) 80 gallon, oilless, 10.6 SCFM, 100 PSI Powerex air compressor, (1) Hankison Dyer and all associated parts, material and labor to supply and install a CDA system to the new lab area. Includes (5) CDA outlets within the lab area. Compressor and dryer must be located with 100’ of the lab or the price will increase.

TOTAL ALTERNATE 007:	$	17,214
008 Extra CDA Drops		400
1. Cost per until to add more CDA drops in the lab.

TOTAL ALTERNATE 008:	$	400
009 Standard Floor Core/Outlet		2,040
1. Cost per unit to supply and install (1) standard poke-thru style electrical monument. Includes floor core.

*** This price is only good if we do the work along with the other construction.


Proposal		Page 6
006828		08/14/12


009 Standard Floor Core/Outlet		2,040
1. Cost per unit to supply and install (1) standard poke-thru style electrical monument. Includes floor core.
*** This price is only good if we do the work along with the other construction.

TOTAL ALTERNATE 009:	$	2,040
010 AV Style Floor Core/Outlet		2,640
1. Cost per unit to supply and install (1) AV style poke-thru electrical monument. Includes floor core.
*** This price is only good if we do the work along with the other construction.

TOTAL ALTERNATE 010:	$	2,640


Signed:
Dated:
Title:

EXHIBIT “D”

Furniture Inventory

Fifty-one (51) Teknion TOS Cubes

Description

8x8

2 Straight Surfaces

1 Corner Surface

Open Shelf

Flipper Weight

2 Pedestals

One (1) reception station

Five (5) Power Poles

Six (6) Base feeds

Fifty-one (51) Cool-Mesh Chairs - Black

Initials: /s/ JE

/s/AH

Exhibit E

SIGNIFICANT CLEANING SERVICES

JANITORIAL SPECIFICATIONS

OFFICES

A.	FIVE DAYS PER WEEK:

1. Hand dust all ledges and flat surfaces within reach.

2. Gather all waste paper, replace plastic liners as needed and place for disposal.

3. Properly arrange all furniture.

4. Vacuum all carpeted areas and spot clean as needed.

5. Keep janitors closets neat and clean at all times.

6. Sweep and mop tile floors.

7. Empty Recycle containers as needed.

WEEKLY

1. Hand dust and/or damp wipe and/or wash counters, file cabinets, desks, telephones, chairs, tables and other office furniture.

2. Remove fingerprints and marks from woodwork, walls, doors, partitions and partition glass.

3. Clean Dry Erase chalkboards, providing they are erased, and clean trays as needed.

LOBBIES AND COMMON HALLWAYS

A.	FIVE DAYS PER WEEK:

1. Clean lobby glass of smudges and prints.

2. Spot clean walls and woodwork.

3. Vacuum clean all carpets. Spot clean as needed.

4. Clean and polish drinking water fountains.

5. Dust and wet mop tile floors.

Initials: /s/ JE

/s/AH

Page 1 of 4

6. Clean entranceways and entrance mat.

B.	WEEKLY PROJECTS :

1. Dust and clean all ledges and flat surfaces.

2. Dust and clean interior window frames.

3. Wash entry door glass.

C.	MONTHLY PROJECTS :

1. Reapply finish on all tiles.

2. High speed buff tile floors after application of finish restorer.

D.	QUARTERLY PROJECTS :

1. Clean vents, baseboards and trash receptacles.

2. Dust and clean ceiling exhaust fan registers

3. Dust and vacuum draperies and/or venetian blinds.

E.	SEMI-ANNUAL PROJECTS:

1. Clean ceiling light panels.

2. Strip, reseal and refinish tile floors.

RESTROOMS

A.	FIVE DAYS PER WEEK :

1. Empty and clean waste receptacles.

2. Replaced liners on all waste receptacles as needed.

3. Clean mirrors, fixtures and dispensers.

4. Clean and polish metal dispensers and fixtures.

5. Spot clean walls and partitions.

6. Clean and sanitize sinks, urinals and commodes.

7. Restock all dispensers.

8. Wet mop with approved deodorizing solution.

9. Clean all shower stalls. (I added as its own line item as it seemed odd to me to place it as an add-on to Wet Mopping in #8)

Page 2 of 4

STANDARD OFFICE LEASE - GROSS

INDEX


	PARAGRAPH	PAGE
BASIC LEASE PROVISIONS	1	1
PREMISES, PARKING AND COMMON AREAS	2	1
TERM	3	1
RENT	4	2
SECURITY DEPOSIT	5	3
USE	6	3
MAINTENANCE, REPAIRS, ALTERATIONS AND COMMON AREA SERVICES	7	3
INSURANCE; INDEMNITY	8	4
DAMAGE OR DESTRUCTION	9	4
REAL PROPERTY TAXES	10	5
UTILITIES	11	5
ASSIGNMENT AND SUBLETTING	12	6
DEFAULT; REMEDIES	13	6
CONDEMNATION	14	7
BROKER’S FEES	15	7
ESTOPPEL CERTIFICATE	16	7
LESSOR’S LIABILITY	17	8
SEVERABILITY	18	8
INTEREST ON PAST DUE OBLIGATIONS	19	8
TIME OF ESSENCE	20	8
ADDITIONAL RENT	21	8
INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS	22	8
NOTICES	23	8
WAIVERS	24	8
RECORDING	25	8
HOLDING OVER	26	8
CUMULATIVE REMEDIES	27	8
COVENANTS AND CONDITIONS	28	8
BINDING EFFECT; CHOICE OF LAW	29	8
SUBORDINATION	30	8
ATTORNEY’S FEE	31	8
LESSOR’S ACCESS	32	8
AUCTIONS	33	8
SIGNS	34	9
MERGER	35	9
CONSENTS	36	9
GUARANTOR	37	9
QUIET POSSESSION	38	9
OPTIONS	39	9
SECURITY MEASURES - LESSOR’S RESERVATIONS	40	9
EASEMENTS	41	9
PERFORMANCE UNDER PROTEST	42	9
AUTHORITY	43	10
CONFLICT	44	10
NO OFFER	45	10
LENDER MODIFICATION	46	10
MULTIPLE PARTIES	47	10
WORK LETTER	48	10
ATTACHMENTS	49	10

EXHIBIT 10.3

SECOND AMENDMENT TO MULTI-TENANT OFFICE LEASE

This SECOND AMENDMENT TO MULTI-TENANT OFFICE LEASE (this “ Second Amendment ”) dated for reference purposes only as of September 30, 2012, is entered into by and between LBA REALTY FUND III - COMPANY VII, LLC, a Delaware limited liability company (“ Landlord ”), and INPHI CORPORATION, a Delaware corporation (“ Tenant ”).

R E C I T A L S :

A. Pursuant to that certain Multi-Tenant Office Lease (FSG) dated June 4, 2010 (the “ Original Lease ”), by and between Landlord and Tenant, as amended by that certain First Amendment to Multi-Tenant Office Lease dated March 7, 2011 (“ First Amendment ”) (the Original Lease, as amended by the First Amendment, is referred to herein as the “ Lease ”), Tenant currently leases from Landlord those certain premises commonly known as Suite 100 containing approximately 29,090 rentable square feet (the “ Current Premises ”) within the “Building” located at 112 South Lakeview Canyon Road, Westlake Village, California.

B. The Lease by its terms shall expire on December 31, 2016 (“ Prior Expiration Date ”), and the parties desire to extend the Term of the Lease on the following terms and conditions.

C. The parties desire to amend the Lease in order to provide, among other things, for Tenant to expand the Current Premises, and to extend the term of the Lease upon the terms and conditions set forth below.

D. Capitalized terms not defined herein have the meanings given to such terms in the Lease.

NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants and agreements contained in this Second Amendment and other good and valuable consideration, the receipt and sufficiency of such are hereby acknowledged, Landlord and Tenant hereby agree as follows:

A G R E E M E N T :

1. Expansion of Premises . Tenant hereby agrees to lease from Landlord, and Landlord hereby agrees to lease to Tenant, (i) those certain premises commonly known as Suite 180 containing approximately 10,905 rentable square feet as shown on Exhibit A attached hereto (the “ Expansion Space A ”), and (ii) those certain premises containing approximately 527 rentable square feet as shown on Exhibit A attached hereto (the “ Expansion Space B ”), on the terms and conditions hereinafter set forth. Expansion Space A and Expansion Space B are sometimes referred to herein, collectively, as the “ Expansion Space .” As of the Expansion Space Commencement Date (as defined in Section 2 below), Exhibit A attached hereto showing the Expansion Space is hereby incorporated into and made a part of the Lease, and all references in the Lease to the defined term “Premises” shall mean and refer to the Current Premises plus the

/s/JE

-1-

Expansion Space. Tenant’s use and occupancy of the Expansion Space shall be in accordance with all of the terms and conditions of the Lease, as amended by this Second Amendment (the “ Amended Lease ”).

2. Term . The Term of the Lease shall be modified as follows (the “ Modified Term ”):(i) as to the Expansion Space, the Term of the Lease shall be for a sixty (60) month period commencing on January 1, 2013 (“ Expansion Space Commencement Date ”), (ii) as to the Current Premises, the Term of the Lease shall be extended for a twelve (12) month period commencing on January 1, 2017, and (iii) as to both the Current Premises and the Expansion Space, the Term of the Lease shall expire on December 31, 2017 (the “ Modified Expiration Date ”).

3. Early Access . So long as Landlord has received from Tenant certificates reasonably satisfactory to Landlord evidencing the insurance required to be carried by Tenant under the Amended Lease, Landlord shall deliver possession of the Expansion Space to Tenant no later than the next business day following the full execution and delivery of this Second Amendment. Tenant’s use and occupancy of the Premises prior to the Expansion Space Commencement Date (the “ Early Access Period ”) shall be for the purposes of constructing the “Tenant’s Work” (as defined in Exhibit B attached hereto) and installing Tenant’s furniture, fixtures, equipment and cabling in the Expansion Space and shall be subject to all terms and conditions of this Amended Lease; provided , however , that except as set forth in Section 4 below, Tenant shall not be obligated to pay Rent, Operating Expenses, Taxes, Insurance Costs and Utilities Costs for the Expansion Space during the Early Access Period until the Expansion Space Commencement Date unless Tenant commences to conduct business in the Expansion Space prior to the Expansion Space Commencement Date.

4. Monthly Base Rent for the Expansion Space . Prior to the Expansion Space Commencement Date, Tenant shall pay Monthly Base Rent for the Current Premises pursuant to the terms of the Lease. Notwithstanding anything in the Lease to the contrary, effective as of the Expansion Space Commencement Date and continuing for the duration of the Modified Term, subject to Section 6 below, Tenant shall pay Monthly Base Rent for the Expansion Space to Landlord in accordance with the following schedules:


Months or Period*	Suite 180 (Expansion Space A) Monthly Base Rent**
1/1/13 – 12/31/13	$	24,536.25 ($2.25/RSF	)
1/1/14 – 12/31/14	$	25,272.34 ($2.32/RSF	)
1/1/15 – 12/31/15	$	26,030.51 ($2.39/RSF	)
1/1/16 – 12/31/16	$	26,811.42 ($2.46/RSF	)
1/1/17 – 12/31/17	$	27,615.77 ($2.53/RSF	)

/s/JE

-2-


Months or Period*	Expansion Space B Monthly Base Rent**
1/1/13 – 12/31/13	$	948.60 ($1.80/RSF	)
1/1/14 – 12/31/14	$	977.06 ($1.85/RSF	)
1/1/15 – 12/31/15	$	1,006.37 ($1.91/RSF	)
1/1/16 – 12/31/16	$	1,036.56 ($1.97/RSF	)
1/1/17 – 12/31/17	$	1,067.66 (2.03/RSF	)

Months are measured from the Expansion Space Commencement Date. If Tenant commences to conduct business from the Expansion Space prior to the Expansion Space Commencement Date, Tenant shall pay Monthly Base Rent for the Expansion Space equal to $2,865.50 ($0.25 per rentable square foot) until the Expansion Space Commencement Date.

Commencing on the first anniversary of the Expansion Space Commencement Date and each anniversary of the Expansion Space Commencement Date thereafter during the Modified Term, Monthly Base Rent payable for the Expansion Space shall increase by three percent (3%) per annum in accordance with the schedules set forth above.

5. Monthly Base Rent for the Current Premises . Up to and including the Prior Expiration Date, Tenant shall pay Monthly Base Rent for the Current Premises pursuant to the terms of the Lease. Notwithstanding anything in the Lease to the contrary, effective as of January 1, 2017 and continuing for the duration of the Modified Term, the Monthly Base Rent for the Current Premises payable by Tenant shall increase by three percent (3%) over the then-current Monthly Base Rent payable by Tenant in accordance with the following schedule:


Months or Period	Monthly Base Rent
1/1/17 – 12/31/17	$	66,034.30 ($2.27/RSF	)

6. Rent Abatement . Provided Tenant is not in default under this Lease beyond any applicable notice and cure period, Landlord hereby agrees to (i) abate in full Tenant’s obligation to pay Monthly Base Rent for Expansion Space A during months one (1) through seven (7) of the Modified Term (i.e., January 1, 2013 – July 31, 2013, during which period, Monthly Base Rent for Expansion Space A shall be $0.00) commencing on the Expansion Space Commencement Date, (ii) abate by fifty percent (50%) Tenant’s obligation to pay Monthly Base Rent for Expansion Space A during the month of August 2013, and Monthly Base Rent for Expansion Space A shall be $12,268.13 for such month, (iii) abate in full Tenant’s obligation to pay Monthly Base Rent for Expansion Space B during months one (1) through four (4) of the Modified Term (i.e., January 1, 2013 – April 30, 2013, during which period, Monthly Base Rent for Expansion Space B shall be $0.00) commencing on the Expansion Space Commencement

/s/JE

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Date, (iv) abate by fifty percent (50%) Tenant’s obligation to pay Monthly Base Rent for Expansion Space B during the month of May 2013, and Monthly Base Rent for Expansion B shall be $474.30 for such month, and (v) abate in full Tenant’s obligation to pay Monthly Base Rent for the Current Premises during the month of December 2012, and Monthly Base Rent for the Current Premises shall be $0.00 for such month. During such abatement periods, Tenant will still be responsible for the payment of all other monetary obligations under the Lease.

7. Permitted Use . The Permitted Use for the Expansion Space shall be asset forth in Section 1.10 of the Lease.

8. Tenant’s Percentage and Base Year . For purposes of calculating Tenant’s obligation to pay Excess Expenses, Excess Taxes, Excess Insurance Costs and Excess Utilities Costs for the Expansion Space, “Tenant’s Percentage” with respect to Expansion Space A and Expansion Space B shall be 4.2% and 0.2%, respectively, and the “Base Year” with respect to Expansion Space A and Expansion Space B only shall be 2013. Tenant shall continue to pay Additional Rent with respect to the Current Premises in accordance with the terms of the Lease and the Base Year for the Current Premises shall remain as 2011.

9. Condition of the Current Premises . Tenant acknowledges that it is presently in possession of the Current Premises and is fully aware of the condition of the Current Premises. Tenant acknowledges that Landlord shall not be obligated to refurbish or improve the Current Premises in any manner whatsoever or to otherwise provide funds for the improvement of the Current Premises in conjunction with the Modified Term. Tenant further acknowledges that except as expressly provided in the Lease or this Amendment, neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Current Premises, the improvements, refurbishments, or alterations therein, or the Building or with respect to the functionality thereof or the suitability of any of the foregoing for the conduct of Tenant’s business and that all representations and warranties of Landlord, if any, are as set forth in the Lease.

10. Condition of the Expansion Space . Tenant acknowledges that it has been given the opportunity to inspect the condition of the Expansion Space and the Storage Space. Tenant further acknowledges that except as otherwise expressly set forth herein, Landlord shall not be obligated to refurbish or improve the Expansion Space in any manner whatsoever or to otherwise provide funds for the improvement of the Expansion Space in conjunction with the Modified Term, and Tenant hereby accepts the Expansion Space “AS-IS” subject to any Landlord’s obligations to maintain or repair the Premises set forth in the Lease. Tenant further acknowledges that except as expressly provided in the Lease and this Second Amendment, neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Expansion Space, the improvements, refurbishments, or alterations therein, or the Building or with respect to the functionality thereof or the suitability of any of the foregoing for the conduct of Tenant’s business and that all representations and warranties of Landlord, if any, are as set forth in the Lease and this Second Amendment. Tenant shall, using Building standard materials, finishes and specifications and/or materials, finishes and specifications that are comparable in quality to those located in the Current Premises, perform the Tenant’s Work, as further described in the Work Letter attached hereto as Exhibit B . For Expansion Space A only, Landlord hereby grants to Tenant an allowance of up to $283,530.00

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($26.00 per rentable square foot of Expansion Space A) (the “ Allowance ”), to be applied as provided in the Work Letter. Notwithstanding the foregoing, Landlord shall deliver the Expansion Space to Tenant (i) in compliance with all applicable building, safety and other applicable laws, codes and regulations, including the ADA (which may, if required by applicable governmental authority, include seismic retrofit above the ceiling, and any fire line safety requirements), (ii) in broom clean condition, and (iii) with all the Building systems servicing the Expansion Space in good working order. Further, Landlord, at Landlord’s cost and separate from the Allowance, shall be responsible for (i) any work related to the existing raised floor in the Expansion Premises required to comply with applicable laws, code or regulation, and (ii) separating the electrical and HVAC systems servicing the Expansion Space from the existing electrical and HVAC systems servicing the remainder of Suite 180 leased to General Dynamics. Landlord shall identify for Tenant and Tenant’s contractor any existing cabling that shall not be removed from the Expansion Space. Subject to the foregoing, Tenant shall, at Tenant’s cost, be responsible for removal of existing cabling. Landlord, at Landlord’s cost and separate from the Allowance, shall be responsible for providing a code approved exit path, if required by applicable governmental authority, from the General Dynamics space that does not interfere with the use of the Expansion Space. Landlord, in addition to and separate from the Allowance, shall be responsible for any costs associated with (x) any work required by a governmental agency outside the Premises and in the Building common areas (including restrooms) in order to comply with any laws and codes prior to the Expansion Space Commencement Date, and (y) any latent defects in the Building systems. Landlord, at Landlord’s cost, shall construct in Expansion Space B an enclosure around the existing conduit tray that will have secure access for Landlord when needed, subject to 24-hour prior notice to Tenant, and secure the existing door located in Expansion Space B.

11. Storage Space . Landlord hereby grants to Tenant a license (the “ Storage License ”) to use that certain storage space containing approximately 1,247 rentable square feet located on the second floor of the Building located within Suite 240 as shown on Exhibit A-1 attached hereto (the “ Storage Space ”) in accordance with the terms of this Section 11 and the Amended Lease. Tenant shall use the Storage Space only for storage incidental to its occupancy of the Premises and for no other use or purpose. The term of the Storage License (the “ License Term ”) shall be month-to-month, commencing on the date which is thirty (30) days following Landlord’s delivery of possession of the Storage Space to Tenant (the “ Storage Space Commencement Date ”) and expiring on the date that is sixty (60) days after delivery of written notice of termination of the License from Landlord or Tenant to the other, but in no event later than the expiration of the Modified Term. Commencing on the Storage Space Commencement Date, Tenant shall pay a license fee for the Storage Space in the amount of $623.50 ($0.50 per rental square foot per month) (the “ License Fee ”) for the first twelve (12) months following the Storage Space Commencement Date. Commencing on the first anniversary of the Storage Space Commencement Date on each anniversary of the Storage Space Commencement Date thereafter, the License Fee shall increase by three percent (3%) per annum. The License Fee shall be paid by Tenant to Landlord as Additional Rent concurrently with each monthly installment of Monthly Base Rent under the Lease. In addition to the License Fee, commencing on the Storage Space Commencement Date, Tenant shall pay to Landlord, as Additional Rent with respect to the Storage Space during the License Term: (a) 0.48% of the Operating Expenses in excess of the Operating Expenses for the Base Year; (b) 0.48% of the Taxes in excess of the Taxes for the Base Year; (c) 0.48% of the Insurance Costs in excess of the Insurance Costs for the Base Year;

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and (d) 0.48% of the Utilities Costs in excess of Utilities Costs for the Base Year. For purposes of this Section 11, the Base Year shall be 2013 for the Storage Space. Landlord shall deliver the Storage Space to Tenant in its “AS-IS” condition (subject to any Landlord’s obligations to maintain and repair the Premises under the Lease and provided that all Building systems servicing the Storage Space shall be in good working order and condition), the next business day following the full execution of this Second Amendment, provided Tenant has furnished to Landlord certificates and/or other evidence satisfactory to Landlord of the insurance that Tenant is required to carry hereunder. All of the other terms and provisions of the Lease that apply to the Premises shall apply to the Storage Space.

12. Prepaid Rent, Security Deposit and Letter of Credit . Tenant has previously deposited a Security Deposit in the amount of $215,266.00 (“ Existing Security Deposit ”), consisting of a cash security deposit in the amount of $63,998.00, and a Letter of Credit in the amount of $151,268.00, as security for the full and faithful performance by Tenant of the terms, covenants and conditions of the Amended Lease to be performed by Tenant, as provided in Article 6 of the Lease. Concurrently with Tenant’s delivery of an executed Second Amendment, Tenant shall deliver (i) a check in the amount of $25,964.85 which represents the first month’s Monthly Base Rent and License Fee for the Expansion Space and the Storage Space, respectively, and (ii) an additional security deposit in the amount of $28,683.43 (the “ Additional Security Deposit ”), as security for the full and faithful performance by Tenant of the terms, covenants and conditions of the Amended Lease to be performed by Tenant, as provided in Article 6 of the Lease. The Additional Security Deposit shall be added to the Existing Security Deposit so that the total Security Deposit held by Landlord pursuant to the terms of the Lease shall be $243.949.43. The term “ Security Deposit ,” as used in the Amended Lease, shall mean, collectively, the Existing Security Deposit and the Additional Security Deposit.

13. Parking . Prior to the Expansion Space Commencement Date, Tenant shall continue to have the right to use the parking spaces for the Current Premises as set forth in the Lease. As of the Expansion Space Commencement Date, Tenant shall have the right to use up to four (4) unreserved parking space per 1,000 rentable square feet leased for Expansion Space A (i.e., an additional forty-three (43) spaces), free of charge, subject to the terms of the Amended Lease (the “ Expansion Space Parking ”). Landlord shall provide, and mark as “reserved” for Tenant’s exclusive use, from the Expansion Space Parking, three (3) reserved parking spaces for use by Tenant’s visitors and/or employees in the locations shown in Exhibit C hereto.

14. Additional Amenities. The following is hereby added to the end of Section 1.29 of the Lease: “Tenant acknowledges and agrees that there is a one-time administrative fee of $25 per key card per employee for access to the Gym in connection with any new key cards requested and received by Tenant following the full execution and delivery of this Second Amendment.”

15. Authority . Each signatory of this Second Amendment on behalf of each of Landlord and Tenant represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.

16. Broker . Tenant and Landlord represent and warrant to each other that, other than NAI Capital, Inc. (“ Landlord’s Broker ”), representing Landlord, and Cresa Partners (“ Tenant’s

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Broker ”), representing Tenant, no broker, agent or finder, negotiated or was instrumental in negotiating or consummating this Second Amendment. Landlord shall pay a real estate brokerage commission to Landlord’s Broker and Tenant’s Broker pursuant to the terms of a separate agreement. Tenant further agrees to defend, indemnify and hold harmless Landlord from and against any claim for commission or finder’s fee by any person or entity other than Tenant’s Broker who claims or alleges that they were retained or engaged by Tenant or at the request of Tenant in connection with this Second Amendment. Landlord further agrees to defend, indemnify and hold harmless Tenant from and against any claim for commission or finder’s fee by any person or entity other than Landlord’s Broker who claims or alleges that they were retained or engaged by Landlord or at the request of Landlord in connection with this Second Amendment.

17. No Other Modification . Landlord and Tenant agree that except as otherwise specifically modified in this Second Amendment, the Lease has not been modified, supplemented, amended, or otherwise changed in any way and the Lease remains in full force and effect between the parties hereto as modified by this Second Amendment. To the extent of any inconsistency between the terms and conditions of the Lease and the terms and conditions of this Second Amendment, the terms and conditions of this Second Amendment shall apply and govern the parties. This Second Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.

[NO FURTHER TEXT ON THIS PAGE; SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the date set forth above.

Tenant:


INPHI CORPORATION, a Delaware corporation

By:		/s/ John S. Edmunds
Name:		John S. Edmunds
Its:		CFO

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

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Landlord:

LBA REALTY FUND III-COMPANY VII, LLC, a Delaware limited liability company

By:	LBA Realty Fund III, L.P., a Delaware limited partnership, its sole Member and Manager

	By:	LBA Management Company III, LLC, a Delaware limited liability company, its General Partner

		By:	LBA Realty LLC, a Delaware limited liability company, its Manager

			By:	LBA Inc., a California corporation, its Managing Member

				By:	/s/ Steven R. Briggs
				Name:	Steven R. Briggs
				Title:	Authorized Signatory

For LBA Office Use Only: Prepared & Reviewed by: /s/ LBA

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EXHIBIT A

EXPANSION SPACE AND STORAGE SPACE

EXPANSION SPACE A

LOGO

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EXHIBIT A

EXPANSION SPACE AND STORAGE SPACE (cont.)

EXPANSION SPACE B

LOGO

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EXHIBIT A

EXPANSION SPACE AND STORAGE SPACE (cont.)

STORAGE SPACE

LOGO

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EXHIBIT B

WORK LETTER

[TENANT BUILD W/ALLOWANCE]

1. TENANT IMPROVEMENTS . Defined terms which are used in this Work Letter without definition have the meanings given to them in the Lease. As used in this Work Letter, the term “ Tenant Improvements ” or “ Tenant Improvement Work ” or “ Tenant’s Work ” means those items of general tenant improvement construction shown on the Final Plans (described in Section 4 below), more particularly described in Section 5 below, including those improvements to be located in the Expansion Space and/or the Current Premises. Tenant shall use commercially reasonable efforts to substantially complete the Tenant Improvements on or before January 1, 2013, subject to Landlord Delay (as defined below) and Force Majeure.

2. WORK SCHEDULE . Prior to commencing construction, Tenant will deliver to Landlord, for Landlord’s review and approval, a schedule (“ Work Schedule ”), which will set forth the timetable for the planning and completion of the installation of the Tenant Improvements.

3. CONSTRUCTION REPRESENTATIVES . Landlord hereby appoints the following person(s) as Landlord’s representative (“ Landlord’s Representative ”) to act for Landlord in all matters covered by this Work Letter: Mike DeArmey.

Tenant hereby appoints the following person(s) as Tenant’s representatives (collectively “ Tenant’s Representative ”) to act for Tenant in all matters covered by this Work Letter: John Edmunds and Marilyn Passanante of Inphi Corporation. Furthermore, Tenant reserves the right to appoint a project manager to be engaged by Tenant as an additional Tenant Representative.

All communications with respect to the matters covered by this Work Letter are to be made to Landlord’s Representative or Tenant’s Representative, as the case may be, in writing in compliance with the notice provisions of the Lease. Either party may change its representative under this Work Letter at any time by written notice to the other party in compliance with the notice provisions of the Lease.

4. TENANT IMPROVEMENT PLANS .

(a) Preparation of Space Plans . Tenant shall prepare a preliminary space plan depicting the layout and the Tenant Improvements for the Expansion Space which shall be submitted to Landlord for Landlord’s approval (the “ Space Plans ”), which approval shall not unreasonably withheld, conditioned or delayed; provided , however , so long as (i) the Space Plans are substantially consistent with the type of improvements located in the Current Premises (the “ Current Premises Improvements ”), (ii) the Tenant Improvements do not involve structural or exterior modifications of the Expansion Space, (iii) the Tenant Improvements do not adversely affect the Building structure, systems, utilities, common area or other tenants of the Building, and (iv) the Tenant Improvements depicted in the Space Plans comply with the terms of Section 4(c) of this Exhibit B below. Landlord shall approve or reasonably disapprove the Space

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Plans within five (5) business days following Landlord’s receipt of said Space Plans. If Landlord fails to respond within such five (5) business-day period, Landlord shall be deemed to have approved the Space Plans.

(b) Preparation of Final Plans . Based on the approved Space Plans, and in accordance with the Work Schedule, Tenant’s architect and engineer, as necessary, will prepare complete architectural plans, drawings and specifications and complete engineered mechanical, structural and electrical working drawings for all of the Tenant Improvements for the Expansion Space (collectively, the “ Final Plans ”). The Final Plans will show (a) the subdivision (including partitions and walls), layout, lighting, finish and decoration work (including carpeting and other floor coverings) for the Expansion Space; (b) all internal and external communications and utility facilities which will require conduiting or other improvements from the base Building shell work and/or within common areas; and (c) all other specifications for the Tenant Improvements for the Expansion Space. The Final Plans will be submitted to Landlord for approval to confirm that they are consistent with the Space Plans. Landlord shall approve or reasonably disapprove the Final Plans (or revisions thereto, if Landlord has previously requested revisions) within five (5) business days following Landlord’s receipt of the Final Plans. If Landlord reasonably disapproves any aspect of the Final Plans based on any inconsistency with the Space Plans, Landlord agrees to advise Tenant in writing of such disapproval and the reasons therefor. In accordance with the Work Schedule, Tenant will then cause Tenant’s architect and/or engineer to redesign the Final Plans incorporating the revisions reasonably requested by Landlord so as to make the Final Plans consistent with the Space Plans.

(c) Requirements of Tenant’s Final Plans . Tenant’s Final Plans will include locations and complete dimensions, and the Tenant Improvements, as shown on the Final Plans, will: (i) be compatible with the Building shell and with the design, construction and equipment of the Building; (ii) if not comprised of the Building standards set forth in the written description thereof (the “ Standards ”), a copy of which Standards have been delivered to Tenant pursuant to Exhibit C of the Lease, then compatible with and of at least equal quality as the Standards and reasonably approved by Landlord or of similar or comparable nature as the Current Premises Improvements; (iii) comply with all applicable laws, ordinances, rules and regulations of all governmental authorities having jurisdiction, and all applicable insurance regulations; (iv) not require Building service beyond the level specified in the Lease and will not overload the Building floors (unless properly reinforced by Tenant as part of the Tenant Improvements); and (v) be of a nature and quality consistent with the overall objectives of Landlord for the Building, as reasonably determined by Landlord.

(d) Submittal of Final Plans . Once approved by Landlord and Tenant, Tenant’s architect or contractor will submit the Final Plans to the appropriate governmental agencies for plan checking and the issuance of a building permit. Tenant’s architect, with Landlord’s cooperation, will make any changes to the Final Plans which are requested by the applicable governmental authorities to obtain the building permit. After approval of the Final Plans no further changes may be made without the prior written approval of both Landlord and Tenant, and then only after agreement by Tenant to pay any excess costs resulting from the design and/or construction of such changes, if any.

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(e) Changes to Shell of Building . If the Final Plans or any amendment thereof or supplement thereto shall require changes in the Building shell (to the extent such changes are not required as a result of any existing violation of law or any existing latent or patent defect, or any Landlord’s obligation under Section 10 of the Second Amendment), the increased cost of the Building shell work caused by such changes will be paid for by Tenant or charged against the “Allowance” with Tenant’s review and written authorization, as described in Section 5 below.

(f) Work Cost Estimate and Statement . Prior to the commencement of construction of any of the Tenant Improvements shown on the Final Plans, Tenant will submit to Landlord a written estimate of the cost to complete the Tenant Improvement Work, which written estimate will be based on the Final Plans taking into account any modifications which may be required to reflect changes in the Final Plans required by the City or County in which the Premises are located (the “ Work Cost Estimate ”). If the total costs reflected in the Work Cost Estimate or the total actual costs of Tenant’s Work exceed the Allowance described in Section 5 below, Tenant agrees to pay such excess.

5. PAYMENT FOR THE TENANT IMPROVEMENTS .

(a) Allowance . Landlord hereby grants to Tenant an Allowance as referenced in Section 10 of the Second Amendment. The Allowance is to be used only for:

(i) Payment of the cost of preparing the Space Plans and the Final Plans, including any Space Plans and Final Plans which may include certain work in the Current Premises, including mechanical, electrical, plumbing and structural drawings and of all other aspects necessary to complete the Final Plans, project management fees and fees and charges for other consultants or engineers.

(ii) The payment of plan check, permit and license fees relating to construction of the Tenant Improvements.

(iii) Construction of the Tenant Improvements, including, without limitation, the following:

(aa) Installation within the Expansion Space and/or Current Premises of all partitioning, doors, floor coverings, ceilings, wall coverings and painting, millwork and similar items;

(bb) All electrical wiring, lighting fixtures, outlets and switches, and other electrical work necessary for the Expansion Space and/or Current Premises;

(cc) The furnishing and installation of all duct work, terminal boxes, diffusers and accessories necessary for the heating, ventilation and air conditioning systems within the Expansion Space and/or Current Premises, including the cost of meter and key control for after-hour air conditioning;

(dd) Any additional improvements to the Expansion Space and/or Current Premises required for Tenant’s use of the Expansion Space and/or Current Premises including, but not limited to, odor control, special heating, ventilation and air conditioning, noise or vibration control or other special systems or improvements;

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(ee) All fire and life safety control systems such as fire walls, sprinklers, halon, fire alarms, including piping, wiring and accessories, necessary for the Expansion Space and/or Current Premises;

(ff) All plumbing, fixtures, pipes and accessories necessary for the Expansion Space and/or Current Premises;

(gg) Testing and inspection costs;

(hh) Fees and costs attributable to general conditions associated with the construction of the Tenant Improvements;

(ii) The cost of any changes in the base Building when such changes are required by the Final Plans (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred in connection therewith;

(jj) The cost of any changes to the Final Plans or Tenant Improvements required by all applicable building codes;

(kk) Payment of the fees of the architect and engineer and fees of Tenant’s consultants for project management, plan check expeditor and other engineers and/or consultants; and

(ll) Voice, data communication, audio visual, and security cabling costs.

(iv) All costs incurred by Landlord for construction of elements of the Tenant Improvements in the Expansion Space and/or Current Premises, which construction was performed by Landlord prior to the execution of this Lease by Landlord and Tenant and which construction is for the benefit of tenants and is customarily performed by Landlord prior the execution of leases for space in the Building for reasons of economics (examples of such construction would include, but not be limited to, the extension of mechanical [including heating, ventilating and air conditioning systems] and electrical distribution systems outside of the core of the Building, wall construction, column enclosures and painting outside of the core of the Building, ceiling hanger wires and window treatment).

In addition, Tenant, as part of the Allowance and the Tenant Improvements, and subject to Landlord’s approval, which shall not be unreasonably withheld, conditioned or delayed (which shall include but not limited to location, structural design, design control, etc.) and approval by the City of Thousand Oaks and any other governmental authorities having jurisdiction thereon, shall have right to (a) create an opening(s) from the Current Premises into Expansion Space B by partially or entirely removing the existing walls that separate the Current Premises from the Expansion Space B, (b) replace the existing nitrogen tanks with a nitrogen generator to be located in the same electrical room, including any necessary ventilation as required by code and required conduits and/or connections for such nitrogen generator, and (c) install a double door

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entry into Expansion Space A off the Building’s main lobby in a location reasonably determined by Landlord. Tenant shall have the right to install additional HVAC equipment, if required for Tenant’s use of the Expansion Space, similar to the existing HVAC equipment that serves the Current Premises, subject to Landlord’s prior written consent, which shall not be unreasonably withheld. Landlord shall have the right to reasonably approve, among other things, the type (including manufacturer, model and warranty), size, location, and screening of such additional HVAC Equipment. Tenant may connect the HVAC distribution system in the Expansion Space to the HVAC equipment that serves the Current Premises or any new equipment installed by Tenant in the Tenant’s Expansion Space Equipment Area to serve the Expansion Space, subject to applicable code and governmental approval, and Landlord’s prior written consent, which shall not be unreasonably withheld.

(b) Changes . Any material changes to the Final Plans shall be subject to Landlord’s prior approval, and shall be approved by Landlord and Tenant in the manner set forth in Section 4 above of this Work Letter. Tenant shall be solely responsible for any additional costs associated with such Tenant-initiated changes to the extent the cost of the Tenant Improvements exceed the Allowance.

(c) Governmental Cost Increases . If increases in the cost of the Tenant Improvements are due to requirements of any governmental agency triggered solely by the Tenant Improvements (as opposed to any failure of the Expansion Space, the Common Areas of the Project or any of Landlord’s Work to comply with applicable Laws including applicable building codes and ADA, or due to an obligation of Landlord pursuant to Section 10 of this Second Amendment), Tenant shall be solely responsible for such additional costs; provided, however, that Landlord will first apply toward any such increase any remaining balance of the Allowance.

(d) Unused Allowance Amounts . Provided Tenant is not in default under the Lease beyond applicable notice and cure periods, any unused portion of the Allowance upon completing of the Tenant Improvements (the “ Excess Allowance ”) may be applied against Rent next due from Tenant to Landlord, and/or payment of Tenant’s telecommunications cabling, supplemental security system, furniture, fixtures and equipment, signage and moving costs, until exhausted (the “ Applied Allowance ”); provided, however, Tenant shall deliver documentation of such costs and Tenant’s payment therefor prior to Landlord’s disbursement of any Excess Allowance.

(e) Disbursement of the Allowance . Provided Tenant is not in default following the giving of notice and passage of any applicable cure period under the Lease or this Work Letter, Landlord shall disburse the Allowance to Tenant to reimburse Tenant for the actual construction costs which Tenant incurs in connection with the construction of the Tenant Improvements on a monthly basis as to the portion of the Tenant’s Work completed and for which Evidence of Completion and Payment has been received by Landlord. The appropriate portion of the Allowance shall be disbursed to Tenant only within fifteen (15) days after the satisfaction of the following conditions to disbursement (the “ Evidence of Completion and Payment ”):

(A) Tenant has delivered to Landlord a draw request (“ Draw Request ”) in the form attached hereto as Exhibit B-1 with respect to the Improvements specifying that the requisite portion of Tenant’s Work has been completed, together with invoices, receipts and bills evidencing the costs and expenses set forth in such Draw Request and evidence

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of payment by Tenant for all costs which are payable in connection with such Tenant’s Work covered by the Draw Request The Draw Request shall constitute a representation by Tenant that the Tenant’s Work identified therein has been completed in a good and workmanlike manner and in accordance with the Final Plans and the Work Schedule and has been paid for;

(B) Tenant’s Representative or the project manager has certified to Landlord that the Tenant Improvements have been completed to the level indicated in the Draw Request in accordance with the Final Plans and in a good and workmanlike manner;

(C) Tenant has delivered to Landlord such other evidence of Tenant’s payment of the general contractor and subcontractors for the portions of Tenant’s Work covered by the Draw Request and the absence of any liens generated by such portions of the Tenant’s Work as may be required by Landlord (i.e., either unconditional lien releases in accordance with California Civil Code Section 3262 or release bond(s) in accordance with California Civil Code Sections 3143 and 3171); provided, however, for the initial Draw Request for Tenant’s Work covered by such Draw Request, only conditional releases from Tenant’s contractor and subcontractors shall be request, and all subsequent Draw Requests will include conditional releases for that Draw Request and unconditional releases for the portion of Tenant’s Work for which disbursement was made pursuant to the previous Draw Request;

(D) Landlord or Landlord’s architect or construction representative has inspected the Tenant Improvements and reasonably determined that the portion of Tenant’s Work covered by the Draw Request has been completed in a good and workmanlike manner;

(iv) The final disbursement of the balance of the Allowance shall be disbursed to Tenant within fifteen (15) days after Landlord has received Evidence of Completion and Payment as to all of Tenant’s Work as provided hereinabove and the following conditions have been satisfied:

(A) Thirty (30) days shall have elapsed following filing of a valid notice of completion by Tenant for the Tenant Improvements;

(B) Building permit card with final building inspections and sign-offs and a temporary certificate of occupancy for the Tenant Improvements and the Expansion Space and/or the Current Premises, as applicable, has been issued by the appropriate governmental body; and

(C) Tenant has delivered to Landlord: (i) properly executed mechanics lien releases from all of Tenant’s contractors, agents and suppliers in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4), which lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord; (ii) an application and certificate for payment (AIA form G702-1992 or equivalent) signed by Tenant’s architect/space planner; (iii) original stamped

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building permit plans; (iv) copy of the building permit; (v) original stamped building permit inspection card with all final sign-offs; (vi) a reproducible copy (in a form approved by Landlord) of the “as-built” drawings of the Tenant Improvements; (vii) air balance reports; (viii) excess energy use calculations; (ix) one year warranty letters from Tenant’s contractors; (x) manufacturer’s warranties and operating instructions; and (xi) final punchlist completed and signed off by Tenant’s architect/space planner;

(D) Landlord has determined that no work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building;

(E) The satisfaction of any other reasonable requirements or conditions, if any, which are required or imposed by Landlord’s lender with respect to the construction of the Tenant Improvements and for which Landlord has provided Tenant notice upon receipt of Tenant’s first draw request; and

(F) Tenant has delivered to Landlord evidence satisfactory to Landlord that all construction costs in excess of the Allowance have been paid for by Tenant.

Tenant agrees to pursue diligently receipt of a final certificate of occupancy following completion of the Tenant Improvements.

(g) Books and Records . At its option, Landlord, at any time within six (6) months after final disbursement of the Allowance to Tenant, and upon at least ten (10) days prior written notice to Tenant, may cause an audit to be made of Tenant’s books and records relating to Tenant’s expenditures in connection with the construction of the Tenant Improvements. Tenant shall maintain complete and accurate books and records in accordance with generally accepted accounting principles of these expenditures for at least three (3) years. Tenant shall make available to Landlord’s auditor at the Premises within ten (10) business days following Landlord’s notice requiring the audit, all books and records maintained by Tenant pertaining to the construction and completion of the Tenant Improvements.

6. CONSTRUCTION OF TENANT IMPROVEMENTS . Following Landlord’s approval of the Final Plans, Tenant’s contractor (selected as provided in Section 8(n) below) will commence and diligently proceed with the construction of the Tenant Improvements. Tenant shall use diligent efforts to cause its contractor to complete the Tenant Improvements in a good and workmanlike manner in accordance with the Final Plans and the Work Schedule. Tenant agrees to use diligent efforts to cause construction of the Tenant Improvements to commence promptly following the issuance of a building permit for the Tenant Improvements. Landlord shall have the right to enter upon the Expansion Space to inspect Tenant’s construction activities following reasonable advance notice Tenant.

7. INTENTIONALLY DELETED .

/s/JE

EXHIBIT B

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8. MISCELLANEOUS CONSTRUCTION COVENANTS .

(a) No Liens . Tenant shall not allow the Tenant Improvements or the Building or any portion thereof to be subjected to any mechanic’s, materialmen’s or other liens or encumbrances arising out of the construction of the Tenant Improvements.

(b) Diligent Construction . Tenant will promptly, diligently and continuously pursue construction of the Tenant Improvements to successful completion in full compliance with the Final Plans, the Work Schedule and this Work Letter. Landlord and Tenant shall cooperate with one another during the performance of Tenant’s Work to effectuate such work in a timely and compatible manner.

(c) Compliance with Laws . Tenant will construct the Tenant Improvements in a safe and lawful manner. Tenant shall, at its sole cost and expense, comply with all applicable laws and all regulations and requirements of, and all licenses and permits issued by, all municipal or other governmental bodies with jurisdiction which pertain to the installation of the Tenant Improvements. Copies of all filed documents and all permits and licenses shall be provided to Landlord. Any portion of the Tenant Improvements which is not acceptable to any applicable governmental body, agency or department, or not reasonably satisfactory to Landlord, shall be promptly repaired or replaced by Tenant at Tenant’s expense. Notwithstanding any failure by Landlord to object to any such Tenant Improvements, Landlord shall have no responsibility therefor.

(d) Indemnification . Subject to the terms of the Lease regarding insurance and waiver of subrogation by the parties, Tenant hereby indemnifies and agrees to defend and hold Landlord, the Premises and the Building harmless from and against any and all suits, claims, actions, losses, costs or expenses of any nature whatsoever, together with reasonable attorneys’ fees for counsel of Landlord’s choice, arising out of or in connection with the Tenant Improvements or the performance of Tenant’s Work (including, but not limited to, claims for breach of warranty, worker’s compensation, personal injury or property damage, and any materialmen’s and mechanic’s liens), except to the extent arising out of Landlord’s gross negligence or willful misconduct.

(e) Insurance . Construction of the Tenant Improvements shall not proceed without Tenant first acquiring workers’ compensation and commercial general liability insurance and property damage insurance as well as “All Risks” builders’ risk insurance, with minimum coverage of $2,000,000 or such other amount as may be approved by Landlord in writing and issued by an insurance company reasonably satisfactory to Landlord. In addition to the foregoing, at Landlord’s request, Tenant shall furnish to Landlord a completion and lien indemnity bond or other surety satisfactory to Landlord with respect to the performance of the Tenant Improvements. Not less than thirty (30) days before commencing the construction of the Tenant Improvements, certificates of such insurance shall be furnished to Landlord or, if requested, the original policies thereof shall be submitted for Landlord’s approval. All such policies shall provide that thirty (30) days prior notice must be given to Landlord before modification, termination or cancellation. All insurance policies maintained by Tenant pursuant to this Work Letter shall name Landlord and any lender with an interest in the Premises as additional insureds and comply with all of the applicable terms and provisions of the Lease relating to insurance.

/s/JE

EXHIBIT B

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Tenant’s contractor shall be required to maintain the same insurance policies as Tenant, and such policies shall name Tenant, Landlord and any lender with an interest in the Premises as additional insureds.

(f) Construction Defects . Landlord shall have no responsibility for the Tenant Improvements and Tenant will remedy, at Tenant’s own expense, and be responsible for any and all defects in the Tenant Improvements that may appear during or after the completion thereof whether the same shall affect the Tenant Improvements in particular or any parts of the Expansion Space in general. Tenant shall indemnify, hold harmless and reimburse Landlord for any costs or expenses incurred by Landlord by reason of any defect in any portion of the Tenant Improvements constructed by Tenant or Tenant’s contractor or subcontractors, or by reason of inadequate cleanup following completion of the Tenant Improvements. Notwithstanding the foregoing, Landlord, at Landlord’s sole cost and expense, shall be solely responsible for the correction of, and Tenant shall have no indemnity or other obligation with respect to, any latent or patent defects in the Expansion Space or the Building apart from the Tenant Improvements, unless caused and/or aggravated by, or as a result of, the Tenant Improvements.

(g) Additional Services . If the construction of the Tenant Improvements shall require that additional services or facilities (including, but not limited to, hoisting, cleanup or other cleaning services, trash removal, field supervision, or ordering of materials) be provided by Landlord, then Tenant shall pay Landlord for such items at Landlord’s cost or at a reasonable charge if the item involves time of Landlord’s personnel only. Electrical power and heating, ventilation and air conditioning shall be available to Tenant during normal business hours for construction purposes at no charge to Tenant. Tenant’s agents, contractors, subcontractors and furniture delivery agents shall be permitted to park at the Property at no charge to Tenant or such parties during construction of Tenant Improvements. Landlord shall allow Tenant’s general contractor to place a debris container in the parking lot adjacent to the Expansion Space (in a location designated by Landlord, in its sole discretion) for progressive debris removal during the construction of the Tenant Improvements, free of charge.

(h) Coordination of Labor . All of Tenant’s contractors, subcontractors, employees, servants and agents must work in harmony with and shall not interfere with any labor employed by Landlord, or Landlord’s contractors or by any other tenant or its contractors with respect to the any portion of the Property. Nothing in this Work Letter shall, however, require Tenant to use union labor.

(i) Work in Adjacent Areas . Any work to be performed in areas adjacent to the Expansion Space shall be performed only after obtaining Landlord’s express written permission, which shall not be unreasonably withheld, conditioned or delayed, and Landlord is given an opportunity to have an agent or employee of Landlord present.

(j) HVAC Systems . Tenant agrees to be entirely responsible for the maintenance or the balancing of any heating, ventilating or air conditioning system installed by Tenant and/or maintenance of the electrical or plumbing work installed by Tenant and/or for maintenance of lighting fixtures, partitions, doors, hardware or any other installations made by Tenant.

/s/JE

EXHIBIT B

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(k) Coordination with Lease . Nothing herein contained shall be construed as (i) constituting Tenant as Landlord’s agent for any purpose whatsoever, or (ii) a waiver by Landlord or Tenant of any of the terms or provisions of the Lease. Any default by Tenant following the giving of notice and the passage of any applicable cure period with respect to any portion of this Work Letter shall be deemed a breach of the Lease for which Landlord shall have all the rights and remedies as in the case of a breach of said Lease.

(l) Approval of Plans . Landlord will not check Tenant drawings for building code compliance. Approval of the Final Plans by Landlord is not a representation that the drawings are in compliance with the requirements of governing authorities, and it shall be Tenant’s responsibility to meet and comply with all federal, state, and local code requirements. Approval of the Final Plans does not constitute assumption of responsibility by Landlord or its architect for their accuracy, sufficiency or efficiency, and Tenant shall be solely responsible for such matters.

(m) Tenant’s Deliveries . Tenant shall deliver to Landlord, at least five (5) days prior to the commencement of construction of Tenant’s Work, the following information:

(i) The names, addresses, telephone numbers, and primary contacts for the general, mechanical and electrical contractors Tenant intends to engage in the performance of Tenant’s Work; and

(ii) The date on which Tenant’s Work will commence, together with the estimated dates of completion of Tenant’s construction and fixturing work.

(n) Qualification of Contractors . Tenant, subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, shall have the right to select (a) its own Architect for the preparation of any space planning and/or construction documents, (b) a general contractor and/or subcontractors (union or non-union at Tenant’s sole option) and (c) its own project manager for the construction of the Tenant Improvements. All contractors engaged by Tenant shall be bondable, licensed contractors, capable of performing quality workmanship and working in harmony with Landlord’ s general contractor and other contractors on the job, if any, all as reasonably determined by Landlord and so as not to interfere with Landlord’s completion of Landlord’s Work. All work shall be coordinated with general construction work on the Site, if any.

(o) Warranties . Tenant shall cause its contractor to provide warranties for not less than one (1) year (or such shorter time as may be customary and available without additional expense to Tenant) against defects in workmanship, materials and equipment, which warranties shall run to the benefit of Landlord or shall be assignable to Landlord to the extent that Landlord is obligated to maintain any of the improvements covered by such warranties.

(p) Landlord’s Performance of Work . Within ten (10) working days after receipt of Landlord’s notice of Tenant’s failure to perform its obligations under this Work Letter, if Tenant shall fail to commence to cure such failure, Landlord shall have the right, but not the obligation, to perform, on behalf of and for the account of Tenant, subject to reimbursement of the cost thereof by Tenant, any and all of Tenant’s Work which Landlord determines, in its reasonable discretion, should be performed immediately and on an emergency basis for the best interest of the Premises including, without limitation, work which pertains to structural components,

/s/JE

EXHIBIT B

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mechanical, sprinkler and general utility systems, roofing and removal of unduly accumulated construction material and debris; provided, however, Landlord shall use reasonable efforts to give Tenant at least ten (10) days prior notice to the performance of any of Tenant’s Work.

(q) As-Built Drawings . Tenant shall cause “As-Built Drawings” (excluding furniture, fixtures and equipment) to be delivered to Landlord and/or Landlord’s representative no later than sixty (60) days after the completion of Tenant’s Work. In the event these drawings are not received by such date, Landlord may, at its election, cause said drawings to be obtained and Tenant shall pay to Landlord, as additional rent, the cost of producing these drawings.

(r) Landlord Delay . The term “Landlord Delay” as used in this Work Letter shall mean (a) any failure of Landlord to provide the access or utilization of Building entries, loading docks, elevator service, utilities or other services as required by this Work Letter, after written notice of such failure and the passage of three (3) business days thereafter without cure, (b) any failure to Landlord to approve or reasonably disapprove any items within the timeframe required under this Work Letter, (c) any delay by Landlord in delivering the Expansion Space or portions thereof by the date required under this Second Amendment, and (d) any other delay caused by Landlord, or its respective agents, contractors, employees, or servants, including Landlord’s inference with the construction of the Tenant Improvements, after written notice from Tenant of such failure and the passage of three (3) business days thereafter without cure or Landlord’s failure to deliver the Expansion Space as required in this Second Amendment. Notwithstanding the foregoing, Landlord Delays shall not include any delays directly resulting from a Tenant Delay, or any delays which do not actually and directly result in a delay in the substantial completion of Tenant’s Work from the date that Tenant’s Work would otherwise be substantially completed absent such delay. Each day of Landlord Delay shall delay by one day the Expansion Space Commencement Date. Should any such Landlord Delay occur, Landlord and Tenant shall execute and enter into an amendment to the Lease, promptly following the substantial completion of Tenant’s Work in the Expansion Space and/or the Current Premises, adjusting the Term of the Lease based upon a final reconciliation of the Expansion Space Commencement Date in accordance with the foregoing.

9. BUILDING SERVICES . Landlord shall not impose any direct charge to Tenant for any kind for profit, utilities, and use of parking or elevator, overhead or any construction or supervisory fee, in connection with the construction of the Tenant Improvements. Landlord shall provide at no charge to Tenant commercially reasonable quantities of HVAC and electricity usage during the construction of the Tenant Improvements. During construction of the Tenant Improvements, and subject to the terms of the Lease, Tenant shall provide and maintain to Landlord’s reasonable satisfaction, temporary restroom facilities (i.e., portable restrooms) for use by its contractors and subcontractors, in a location designated by Landlord. Tenant shall cause the temporary restroom facilities to be removed upon substantial completion of the Tenant Improvements.

/s/JE

EXHIBIT B

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EXHIBIT B-1

FORM OF DRAW REQUEST

[Tenant Letterhead]

DATE

Mr. Michael DeArmey

LBA Realty

17901 Von Karman Avenue, Suite 950

Irvine, CA 92614

RE:

Tenant Allowance Draw Request [123 Main Street]

Dear Michael:

Please consider this letter as a request for [reimbursement] in the amount of [$000.00] as stipulated in the Lease dated [ , 2012] for the tenant improvements at the above referenced location from the allowance of [000.00] which LBA made available to [Tenant] as part of the lease agreement between both companies.

The following documents are enclosed:

Construction Company Inc. invoice

Unconditional Waiver and Release on Progress Payment from Construction Company Inc. certifying receipt of funds paid by TENANT


Please remit the funds to our address:		LBA REALTY FUND III – COMPANY VII, LLC
		ATTN: Mr. Michael DeArmey
		17901 Von Karma Avenue, Suite 950
		Irvine, CA 92614

Sincerely,

TENANT

Tenant Rep

/s/JE

EXHIBIT B-1

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EXHIBIT C

RESERVED PARKING SPACE PLAN

LOGO

/s/JE

EXHIBIT C

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EXHIBIT 10.4

INPHI CORPORATION

SEVERANCE AND CHANGE OF CONTROL AGREEMENT

This Severance and Change of Control Agreement (this “Agreement”) is made and entered into effective as of September 4, 2012 (the “Effective Date”), by and between Charlie Roach (“Executive”) and Inphi Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

RECITALS

A. It is expected that the Company from time to time will consider the possibility of a Change of Control. The Board of Directors of the Company (the “Board”) recognizes that such consideration can be a distraction to Executive and can cause Executive to consider alternative employment opportunities.

B. The Board believes that it is in the best interests of the Company and its shareholders to provide Executive with an incentive to continue his employment and to maximize the value of the Company upon a Change of Control for the benefit of its shareholders.

C. In recognition of Executive’s service with the Company during which time Executive’s leadership has been fundamental to the Company’s development and in order to provide Executive with enhanced financial security and sufficient encouragement to remain with the Company notwithstanding the possibility of a Change of Control, the Board believes that it is imperative to provide Executive with certain severance and other benefits upon Executive’s termination of employment in connection with a Change of Control.

D. The Board also believes it is in the best interests of the Company and its shareholders to provide Executive with severance upon involuntary termination other than in connection with a Change of Control or for cause.

AGREEMENT

In consideration of the mutual covenants herein contained and the continued employment of Executive by the Company, the parties agree as follows:

1. Definition of Terms . The following terms referred to in this Agreement shall have the following meanings:

(a) Cause . “Cause” shall mean (i) commission of a felony, an act involving moral turpitude, or an act constituting common law fraud, and which has a material adverse effect on the business or affairs of the Company or its affiliates or stockholders; (ii) intentional or willful misconduct or refusal to follow the lawful instructions of the Board that is not cured within thirty (30) days following written notice from the Board; or (iii) intentional breach of Company confidential information obligations which has an adverse effect on the Company or its affiliates or stockholders. For these purposes, no act or failure to act shall be considered “intentional or willful” unless it is done, or omitted to be done, in bad faith without a reasonable belief that the action or omission is in the best interests of the Company.

(b) Change of Control . “Change of Control” shall mean the occurrence of any of the following events:

(i) the approval by the shareholders of the Company of a plan of complete liquidation or dissolution of the Company or the closing of a sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition to a subsidiary of the Company or to an entity, the voting securities of which are owned by the stockholders of the Company in substantially the same proportions as their ownership of the Company’s voting securities immediately prior to such sale or disposition;

(ii) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent directly or indirectly (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;

(iii) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; or

(iv) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date hereof or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii) or (iii), or in connection with an actual or threatened proxy contest relating to the election of directors of the Company.

Notwithstanding the foregoing, the term “Change of Control” shall not be deemed to have occurred if the Company files for bankruptcy protection, or if a petition for involuntary relief is filed against the Company.

(i) without Executive’s express written consent, a material reduction in Executive’s title, authority, duties or responsibilities or a material reduction in the title, authority, duties, or responsibilities of the supervisor to whom the service provider is required to report

(ii) without Executive’s express written consent, a reduction by the Company of Executive’s base compensation of more than ten percent (10%), unless such reduction in base compensation is part of a general reduction in compensation applicable to senior executives of the Company;

(iii) without Executive’s express written consent, the relocation of Executive’s principal place of employment to a facility or a location more than fifty (50) miles from its then current location;

(iv) any termination of Executive by the Company which is not effected for Cause; or

(v) the failure of the Company to obtain the assumption of this Agreement or any other agreement between the Company and Executive by any successors contemplated in Section 7 below.

A termination shall not be considered an “Involuntary Termination” unless Executive provides notice to the Company of the existence of the condition described in subsections (i), (ii), (iii) or (v) above within ninety (90) days of the initial existence of such condition, the Company fails to remedy the condition within thirty (30) days following the receipt of such notice, and Executive terminates employment within one-hundred eighty (180) days following the initial existence of such condition. A termination due to death or disability shall not be considered an Involuntary Termination.

(d) Termination Date . “Termination Date” shall mean Executive’s “separation from service” within the meaning of that term under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

2. Term of Agreement . This Agreement shall terminate upon the date that all obligations of the parties hereto under this Agreement have been satisfied.

3. At-Will Employment . The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law.

4. Severance Benefits .

(a) Involuntary Termination in Connection with a Change of Control . If Executive’s employment with the Company terminates as a result of an Involuntary Termination on or at any time within twelve months (12) months after a Change of Control, or within three (3) months prior to a Change of Control, and Executive signs and does not revoke a standard release of claims with the Company in a form acceptable to the Company (the “Release”) within fifty (50) days following the later of the Change of Control or the Termination Date (or such shorter period as the Company may require), then Executive shall be entitled to the following severance benefits:

(i) 50% of the sum of Executive’s annual base salary (as in effect prior to any reduction that constitutes a basis for Involuntary Termination pursuant to this Agreement) plus 50% of the sales compensation plan as in effect on the Termination Date, payable in a lump sum on the date on which the Release becomes irrevocable ( provided , however , that if any portion of such amount is subject to Section 409A of the Code as nonqualified deferred compensation, then payment shall be made on the sixtieth (60 ^th ) day following the later of the Termination Date or the Change of Control, subject to Section 6 below);

(ii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company;

(iii) acceleration of the vesting and exercisability of 50% of Executive’s options, stock appreciation rights, restricted shares and stock units with respect to the Company or its successor, or the parent of either, to the extent outstanding on the Termination Date, including such equity awards subject to incentive stock plans after 12 months from commencement of employment or of any deferred compensation into which such stock options, stock appreciation rights, restricted shares or stock units were converted upon the Change of Control (“Equity Awards”) ; provided , however , that if the definitive agreement pursuant to which the Change of Control is consummated is entered into within twelve (12) months following the date that Executive commences employment with the Company, then vesting and exercisability of each Equity Award shall be accelerated only to the extent necessary to ensure that each such Equity Award is vested and exercisable with respect to not less than 33% of the total number of shares subject to the Equity Award; and provided further , however , that notwithstanding any contrary term of the Equity Award agreement, if Executive is entitled to accelerated vesting as a result of an Involuntary Termination within three (3) months prior to a Change of Control: (x) the portion of the Equity Award subject to such accelerated vesting shall not be forfeited or terminated upon the Termination Date pending the Change of Control, (x) the accelerated vesting shall be deemed to take place immediately prior to the effective date of the Change of Control, and (y) the period within which the Equity Award may be exercised following the Termination Date, if applicable, will expire no less than one (1) month following the effective date of the Change in Control (but no later than the expiration of the term of the Equity Award); and

(iv) if Executive so elects and pays to continue health insurance under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law ( “COBRA” ), then beginning in the month following the Termination Date (or if later, the date the Release becomes irrevocable, with a catch-up payment for reimbursements deferred pending the irrevocability of the Release), Executive will be reimbursed on a monthly basis in an amount equal to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Termination Date, until the earlier of (i) the end of the 6-month period following Termination Date. The period of such employer-reimbursed COBRA continuation coverage shall be considered part of Executive’s (and Executive’s eligible dependents’) COBRA coverage entitlement period. Executive will be solely responsible for timely electing such continuation coverage for Executive and Executive’s eligible dependents. Any increase in the premium contribution and/or in the number of covered dependents by Executive during the period that Executive continues in the Company’s health insurance benefit plans or receives company-paid reimbursement of COBRA premiums will be at Executive’s own expense.

(b) Termination Apart from a Change of Control . If Executive’s employment with the Company terminates as a result of an Involuntary Termination more than three (3) months prior to, or more than twelve (12) months after, a Change of Control, and Executive signs and does not revoke a Release within fifty (50) days following the Termination Date (or such shorter period as the Company may require), then Executive shall be entitled to the following severance benefits:

(i) 50% of the Executive’s annual base salary and sales compensation plan (as in effect prior to any reduction that constitutes a basis for Involuntary Termination pursuant to this Agreement), payable in three equal monthly installments on each one-month anniversary of the Termination Date, with the first installment deferred until the date on which the Release becomes irrevocable, if later ( provided , however , that if any portion of such amount is subject to Section 409A of the Code as nonqualified deferred compensation, then such payment shall be made on the sixtieth (60 ^th ) day following the Termination Date), subject to Section 6 below, and the last installment payable no later than 2-1/2 months after the end of the year in which the Termination Date occurs; and provided further , however , that payment of each installment shall be subject to Executive’s availability to provide reasonable transition assistance to the Company;

(c) Accrued Wages and Vacation; Expenses . Without regard to the reason for, or the timing of, Executive’s termination of employment: (i) the Company shall pay Executive any unpaid wages due for periods prior to the Termination Date; (ii) the Company shall pay Executive all of Executive’s accrued and unused vacation

through the Termination Date; and (iii) following submission of proper expense reports by Executive, the Company shall reimburse Executive for all expenses reasonably and necessarily incurred by Executive in connection with the business of the Company prior to the Termination Date. These payments shall be made promptly upon termination and within the period of time mandated by law.

5. Limitation on Payments . In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Executive’s benefits under this Agreement shall be either:

(a) delivered in full or

(b) delivered as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax,

whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code.

Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5 shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. In the event that a reduction is required, the reduction shall be applied first to any benefits that are not subject to Section 409A of the Code, and then shall be applied to benefits (if any) that are subject to Section 409A of the Code, with the benefits payable latest in time subject to reduction first.

6. Section 409A; Delayed Commencement of Benefits . Notwithstanding any provision to the contrary in this Agreement, no cash severance and no Company-paid health care coverage to which Executive otherwise becomes entitled under this Agreement shall be made or provided to Executive prior to the earlier of (i) the expiration of the six (6)-month period measured from the Termination Date or (ii) the date of Executive’s death, if Executive is deemed on the Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A and such delayed commencement is otherwise required in order to avoid a prohibited distribution under

Code Section 409A(a)(2). Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, all payments and benefits deferred pursuant to this Section 6 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Executive shall be entitled to interest on the deferred benefits and payments for the period the commencement of those benefits and payments is delayed by reason of Code Section 409A(a)(2), with such interest to accrue at the prime rate in effect from time to time during that period and to be paid in a lump sum upon the expiration of the deferral period. Each installment payment under Section 4 shall be considered a separate payment for purposes of Code Section 409A.

7. Successors .

(a) Company’s Successors . Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume the Company’s obligations under this Agreement and agree expressly to perform the Company’s obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this subsection (a) or which becomes bound by the terms of this Agreement by operation of law.

(b) Executive’s Successors . Without the written consent of the Company, Executive shall not assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity. Notwithstanding the foregoing, the terms of this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

8. Notices .

(a) General . Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of Executive, mailed notices shall be addressed to him at the home address which he most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

(b) Notice of Termination . Any termination by the Company for Cause or by Executive as a result of an Involuntary Termination shall be communicated by a notice of termination to the other party hereto given in accordance with this

Section 8. Such notice shall indicate the specific termination provision in this Agreement relied upon, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the Termination Date (which shall be not more than thirty (30) days after the giving of such notice). The failure by Executive to include in the notice any fact or circumstance which contributes to a showing of Involuntary Termination shall not waive any right of Executive hereunder or preclude Executive from asserting such fact or circumstance in enforcing his rights hereunder, subject to the requirements of Section 1(c).

9. Arbitration .

Any controversy involving the construction or application of any terms, covenants or conditions of this Agreement, or any claims arising out of any alleged breach of this Agreement, will be governed by the rules of the American Arbitration Association and submitted to and settled by final and binding arbitration in Santa Clara County, California, except that any alleged breach of Executive’s confidential information obligations shall not be submitted to arbitration and instead the Company may seek all legal and equitable remedies, including without limitation, injunctive relief.

10. Miscellaneous Provisions .

(a) No Duty to Mitigate . Executive shall not be required to mitigate the amount of any payment contemplated by this Agreement, nor shall any such payment be reduced by any earnings that Executive may receive from any other source.

(b) Waiver . No provision of this Agreement may be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(c) Integration . This Agreement represents the entire agreement and understanding between the parties with respect to the subject matter hereof.

(d) Choice of Law . The validity, interpretation, construction and performance of this Agreement shall be governed by the internal substantive laws, but not the conflicts of law rules, of the State of California.

(e) Severability . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

(f) Employment Taxes. All payments made pursuant to this Agreement shall be subject to withholding of applicable income and employment taxes.

(g) Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

* * *

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.


COMPANY:	INPHI CORPORATION

	By:	/s/ Ford Tamer
	Name:	Ford Tamer
	Title:	CEO

EXECUTIVE:

	/s/ Charlie Roach
	Signature

	Charlie Roach

EXHIBIT 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Ford Tamer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Inphi Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2012

/s/ Ford Tamer

Ford Tamer

President and Chief Executive Officer

(Principal Executive Officer)

EXHIBIT 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION

I, John Edmunds, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Inphi Corporation;

(a)

(b)

(c)

(d)

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2012

/s/ John Edmunds

John Edmunds

Chief Financial Officer and Chief Accounting Officer

(Principal Financial Officer)

EXHIBIT 32.1

SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Ford Tamer, the chief executive officer of Inphi Corporation (the “Company”), certify for the purposes of section 1350 of chapter 63 of title 18 of the United States Code that, to my knowledge:

1.	The Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2012 fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act, and

2.	The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 7, 2012

/s/ Ford Tamer

Ford Tamer

President and Chief Executive Officer

(Principal Executive Officer)

EXHIBIT 32.2

SECTION 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, John Edmunds, the chief financial officer of Inphi Corporation (the “Company”), certify for the purposes of section 1350 of chapter 63 of title 18 of the United States Code that, to my knowledge:

1.	The Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2012 fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act, and

2.	The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 7, 2012

/s/ John Edmunds

John Edmunds

Chief Financial Officer and Chief Accounting Officer

(Principal Financial Officer)

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