Acceptance and Applicability.
The following terms and conditions of sale apply to all contracts of sales entered into by ADVANCED ANALOGIC TECHNOLOGIES, INC. ("Seller") and Buyer. Notwithstanding that certain of these terms and conditions may conflict with certain terms and conditions specified by Buyer in Buyer's order form, or similar document, Seller's acceptance of Buyer's order is on the condition that only the terms and conditions set forth herein shall apply to Buyer's order of products. Any term, provision or condition of Seller's order (other than with respect to types of products ordered, amount of products ordered and delivery information) which is in conflict with, or in addition to or which attempts to modify any of the herein terms and conditions shall not be binding upon Seller unless such term, provision or condition is accepted in writing by an authorized officer of Seller. Seller's failure to object to any such conflicting, supplemental or modifying term or condition contained in Buyer's order form, or similar document shall not be deemed Seller's waiver of the herein terms and conditions or its assent to any such conflicting, supplemental or modifying term or condition.

These terms and conditions shall apply to all orders from Buyer whether or not they are attached to or enclosed with the products to be sold or sold hereunder.

Prices.
The prices for Products purchased under this Agreement are quoted in U.S. dollars. The prices shown therein are subject to change upon written (including e-mail) notice from Seller to Buyer. Shipping terms are FCA, Seller's facility (Incoterms 2000).

Minimum Order Requirements.
Seller requires all orders to meet a minimum order value of $1,000.00 (One Thousand U.S. Dollars). Each order may be for one or more line items to meet the minimum order value. Seller's products must be ordered in quantities that meet the minimum order quantity as listed for each item or in exact multiples of the minimum order quantity.

Any balance remaining undelivered on any order after twelve (12) months from order receipt date may, at Seller's option, be cancelled.

Taxes.
Unless otherwise agreed upon in writing or required by law, all prices quoted and invoiced are exclusive of any taxes (including any federal, state and local excise, sales, use, value added, withholding and similar taxes) customs duties, tariffs and license fees. Such taxes, when applicable, will appear as additional items on invoices. Payments to Seller are payable in full without reduction for any such taxes, duties, tariffs or fees, unless exemption from such taxes is claimed, in which case Buyer must provide a certificate of exemption at the time the purchase order is submitted to Seller.

Terms of Payment.
All invoices are due and payable thirty (30) days from date of invoice. Payment shall be in U.S. dollars. The Seller reserves the right to require payment in advance or C.O.D. and otherwise modify credit terms. When partial shipments are made, payments shall become due in accordance with the designated terms upon submission of invoices. Seller may accept partial payment in an amount less than the full amount of any invoice, but such acceptance shall not constitute a waiver of Seller's right to collect the balance or Seller's accord and satisfaction of the full amount owed, notwithstanding Seller's endorsement, deposit or otherwise of Seller's partial payment.

If, in the sole judgment of Seller, the financial condition of Buyer at any time does not justify continuance of production or delivery on the terms of payment originally specified, Seller may stop production and charge Buyer an appropriate cancellation fee and/or require full or partial payment in advance, and in the event of the bankruptcy or insolvency of Buyer, or in the event any proceedings brought by or against Buyer under the bankruptcy or insolvency laws, Seller shall be entitled to cancel any order outstanding without waiving its claim for damage or other remedies.

Overdue payments shall be subject to finance charges computed at a periodic rate of one and a half percent (1.5%) per month (18% per year) or the maximum rate permitted by law, whichever is lower.

Each shipment hereunder shall be a separate and independent transaction and shall be invoiced separately and Buyer shall pay for each shipment separately and as invoiced. If Buyer delays shipments without Seller's prior written consent, payments shall become due on the date when Seller tenders the products to the relevant carrier for shipment. Products that are the subject of Buyer's delay shall be held at the risk and expense of Buyer.

Initial Product Defect Return Policy.
Buyer shall have a period of thirty (30) days after the date Seller delivers product to the relevant carrier to notify Seller that the same does not conform to Buyer's order or of other obvious defects. All products that are not returned within such thirty (30) day period shall be deemed accepted by Buyer and any recourse with respect thereto shall be solely under Seller's warranty with respect to such products. Seller must be notified and an RMA (Return Material Authorization) number must be obtained prior to any returns, or material will not be accepted.

Title and Delivery. In the absence of specific instruction from Buyer, the shipping method shall be at the discretion of Seller. Transportation will be collect, or if prepaid by Seller, will be subsequently billed to Buyer. Title to and risk of loss of products shall pass to Buyer upon Seller's delivery of products to the relevant carrier at the Seller's facility, regardless of any provisions for payment of freight or insurance or in the form of shipping Documents. Risk of loss or damage in transit will rest with the Buyer. All claims for loss or damage must be filed with carrier. Claims against Seller for shortage occurring before delivery to carrier shall be waived unless made within ten (10) days after Buyer's receipt of the products from the relevant carrier. Notwithstanding any instruction from the Buyer, Seller shall have no obligation to ship via carrier that does not comply with applicable U.S. law.

Contingencies.
All shipping dates and quantities are approximate. Seller will use reasonable efforts to fill all orders according to the agreed schedule and quantity. Seller shall not be responsible for any failure to perform resulting from unforeseen circumstances or causes beyond Seller's control and shall not be liable for any loss, damage, penalty or expense to the extent that its performance was rendered impossible or delayed by revolution or other political disorders, terrorism, wars, fire, flood, acts of God, acts of enemies, acts of the Government, labor difficulties, riot, and inability to obtain materials.

Confidentiality.
"Confidential Information" means any and all proprietary and trade secret information of Seller, which is not otherwise in the public domain and of which Seller actively undertakes to restrict or control the disclosure to third parties in a manner reasonably intended to maintain its confidentiality, and which Seller disclosed to Buyer. Confidential Information shall include information that: (i) is disclosed orally (whether or not designated as "confidential") and concerns Seller's business, plans, customers, technology, and products or (ii) if disclosed in writing, shall be marked as "confidential" or with some other similar marking. Buyer shall, when in doubt as to the confidentiality of any information, confirm the confidentiality of such information with Seller, and Seller shall advise whether or not it considers any particular information or materials to be confidential upon Buyer's request.

Buyer shall: (i) protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information that Buyer uses to protect its own confidential information of a like nature, (ii) not use any Confidential

Information except as necessary or expressly permitted under this Agreement, (iii) not publish any technical description of the products beyond the description published by Seller, (iv) not use any of Confidential Information in violation of any use restriction in any other written agreement entered into between the Parties, (v) not disclose any Confidential Information to any third party and (vi) not manufacture or have manufactured any devices, components or other assemblies utilizing any Confidential Information.

If Buyer believes that it may be compelled by a court or other authority to disclose Confidential Information, it shall: (i) give Seller prompt written notice so that the Seller may take steps to oppose such disclosure, and (ii) cooperate with Seller in its attempts to oppose such disclosure. If Buyer complies with the above, it shall not be prohibited from complying with such requirement to disclose, but shall take all reasonable steps to make such disclosure subject to a suitable protective order or otherwise prevent unrestricted or public disclosure.

Intellectual Property.
Buyer shall defend, indemnify, and hold Seller harmless against any demand, action or claim and all expenses, damages, costs, or losses resulting or arising therefrom based on infringement of copyright, patent, trade secrets or other intellectual property right or for unfair competition arising from compliance with Buyer's design, specifications, or instructions. With respect to products manufactured solely to Seller's design and specifications, Seller shall have the option to defend any suit or proceedings brought against Buyer to the extent based on a claim that any such products or any parts thereof as furnished hereunder by Seller constitute an infringement of any United States copyright, United States patent or United States mask work rights, if notified promptly of such claim in writing and given authority, information and assistance in the defense of same. Seller shall have no liability for, and Buyer shall defend, indemnify and hold Seller harmless against all expenses, damages, costs, or losses resulting from any suit or proceedings alleging infringement of patent claims covering completed process in which any products may be used.

The foregoing states Seller's sole and exclusive obligation and Buyer's sole and exclusive remedy with respect to any demands, actions, claims or otherwise brought against Buyer based on any alleged or actual misappropriation or infringement of patent rights, copyrights, trade secrets or other intellectual property right or for unfair competition.

Sale of products or any part thereof hereunder does not convey to Buyer any license, expressed, implied, by estoppel or otherwise under any patent rights of Seller, including but not limited to any patent rights covering completed equipment or any assembly, circuit, combination, method or process in which any such products are used as components (notwithstanding the fact that such products may have been designed for use in or may only be useful in such patented equipment assembly, circuit, combination method or process, and that such products may have been purchased and sold for such use). Except as may otherwise be agreed to by Seller, Seller reserves all of its patent rights.

Warranty and Sole Remedy.
For the applicable warranty period specified below, Seller warrants solely that any encapsulated semiconductor device products delivered hereunder will be free from defects in material and workmanship under normal use and service. Deviations from specifications that do not materially affect performance of the products covered hereby shall not be deemed a breach of the foregoing warranty. The obligations of Seller under this warranty are limited to replacing, repairing or giving credit for, at is option, any products (i) returned to Seller during the warranty period in accordance with Seller's return policy, (ii) returned transportation charges prepaid and (iii) which are, after examination, disclosed to the satisfaction of Seller to be in breach of Seller's warranty covering such product (if any).

The foregoing states Seller's sole and exclusive obligation and Buyer's sole and exclusive remedy for any alleged or actual breach of the foregoing Seller product warranty.

Except for the foregoing limited product warranty, Seller hereby disclaims all warranties, guarantees and conditions whether express, implied, statutory or otherwise, including the implied condition of satisfactory quality and the implied warranties of merchantability or fitness for a particular purpose, title and non-infringement or arising from any course of dealing, usage or trade. No agent, employee or representative of Seller has any authority to bind Seller to any warranty, guarantee or condition relating to the products other than as specifically provided in these terms and conditions.

The warranty provided for herein is subject to the following conditions:

a. Seller will accept products for warranty claim verification only when returned by Buyer in condition, which allows for suitable testing by Seller.
b. When more than one type of product is returned, the products must be segregated by product type by Buyer. c. Seller shall reimburse Buyer for shipping charges to the extent of the percent of the total returns that are found by Seller to be defective as specified herein.
d. In no event shall Seller be liable for any defective products, if examination discloses that the defective condition of such products was caused by misuse, abuse, improper installation or application, improper maintenance or repair, assembly by other than Seller, alteration, accident or negligence in use, storage, transportation or handling.
e. Unless otherwise agreed in writing, any returned products determined by Seller to have been destroyed or altered by Buyer are not covered by this warranty, and will not be returned to Buyer, but will be scrapped by Seller.
f. Failure Analysis Report performed by Seller must confirm defective materials prior to a shipment being returned.

g. This warranty shall exist for a period of twelve (12) months and solely with respect to products.

Product Discontinuance.
Seller reserves the right to discontinue production of any product upon at least ninety (90) days prior written notice to Buyer except for that quantity of product for which Seller has accepted a purchase order from Buyer and has scheduled such product for shipment within six (6) months of the date of such acceptance.

Cancellation or Rescheduling by Buyer.
Buyer may not cancel or reschedule any standard Products ordered, after Seller has in writing acknowledged such purchase order, within thirty (30) calendar days of the scheduled shipment date. Orders for nonstandard products which are not listed in Seller's current catalogue (including, but not limited to, custom products or products which have special markings) may not be cancelled or delivery rescheduled unless such orders are the subject of a prior, signed written agreement between Buyer and Seller which sets forth the charges to be paid by Buyer in the event of such cancellation or rescheduling of such orders and the charges to be paid for such cancellation or rescheduling shall be governed by the terms of such agreement.

Limitations of Liability.
In the event that due to a product defect, a malfunction directly or indirectly causes any damages or injuries, Seller's liability shall be limited solely to the repair or replacement of parts of the product or giving credit for the product under the warranty clause herein, if the applicable warranty period described in that clause has not expired. If such warranty period has expired, Seller shall not be liable for such damages or injuries, provided, however, that if a court competent jurisdiction shall find as a matter of law that any clause of the section is unconscionable or otherwise enforceable, it is agreed that the Seller's liability shall be limited solely to a U.S. dollar amount equal to the Seller's charge to Buyer for the cost of the malfunctioning or defective product, less freight and insurance if included in the invoice price and less any depreciation, deductions or investment tax credit taken by Buyer or another purchaser or end use with regard to such product.

To the maximum extent permitted by applicable law, in no event shall Seller's total, cumulative liability with respect to any order from Buyer exceed the amount actually received by Seller from Buyer with respect to such order, regardless of the theory of recovery, whether alleged as a tort (including negligence and strict liability), breach of contract or otherwise and regardless of whether any remedy under any warranty shall have failed of its essential purpose.

Buyer shall indemnify, defend and hold harmless Seller and its affiliates against any and all claims, suits, losses, damages, costs, fees and expenses resulting from or arising out of this Agreement.

Special, Incidental, Consequential or Indirect Damages.
In no event shall Seller be liable for any cost of cover or substitute goods or services or any punitive, special, incidental, consequential or indirect damages, including any loss of business, profits or goodwill, regardless of the theory of recovery, whether alleged as a tort (including negligence and strict liability), breach of contract or otherwise and regardless of whether any remedy under any warranty shall have failed in its essential purpose.

Buyer hereby acknowledges that Seller's limitation of liability set forth herein is an essential condition of Seller's agreement to do business with Seller and Buyer understands and agrees that Seller's terms and conditions of sale as set forth herein, including but not limited to the prices for products, would not be offered to Buyer in absence of such limitation.

Limitations of Actions.
No action against the Seller shall be commenced more than one (1) year after the accrual of the cause of action.

Assignment.
Buyer may not assign or otherwise transfer its rights or delegate its obligations hereunder, either in whole or in part, whether by operation of law or otherwise, without the prior written consent of Seller. Seller may assign or transfer this Agreement without notice. Any attempted assignment or delegation without the Seller's written consent will be void. The rights and liabilities of the Parties under this Agreement will bind and inure to the benefit of the Parties' respective successors and permitted assigns.

Tools, etc.
Unless otherwise expressly provided, Seller shall retain title to and possession of any models, drawing, composites, patterns, dies, molds, masks, working plates, schematics, breadboards, jig, fixtures, and tools made for or obtained for the furnishing of products hereunder. In any event, tools, dies and other equipment furnished to Seller shall be at Buyer's risk and expense.

Export Controls.
Buyer hereby acknowledges that the products and technology or direct products thereof ("Products and Technology"), supplied by Seller under this agreement are subject to export controls under the laws and regulations of the United States. Buyer shall comply with such laws and regulations governing use, export, re-export, and transfer of Seller Products and Technology and will obtain all required U.S. and local authorizations, permits, or licenses. Seller and Buyer each agree to provide the other such information and assistance as may reasonably be required by the other in connection with securing such authorizations or licenses, and to take timely action to obtain all required support documents. Buyer agrees to maintain a record of exports, re-exports, and transfers of the Products and Technology under U.S. and local laws.

Security Agreement.
Buyer hereby grants to Seller, its successors and assignees, a security interest in the products and all proceeds (including insurance proceeds), replacements, additions, accessions or substitutions for, to or from the products to secure payment of the purchase price of the products. Default in payment of such price or any part of the price when due shall permit Seller at is sole discretion, to declare all obligations of Buyer immediately due to payable, and in such event Seller shall have all the rights and remedies of a secured party under applicable law. In connection with the security interest granted herein, Buyer hereby expressly authorizes Seller, at Seller's sole discretion, to file one or more financing statements or other notices under applicable law naming Buyer as debtor and Seller as secured party.

Buyer shall execute such documents and take any other action requested by Seller to allow Seller to record and otherwise perfect this security interest.

As used above, the term "security interest" means an interest in personal property or fixture, which secures payment of performance of an obligation. The term "secured party" means a lender, seller to other person in who favor there is a security interest. In the event of default, (A) Buyer shall, at Buyer's sole expense, collect the products and make them available to Seller at any location designated by Seller and (B) Seller may sell the product in one or more sales. Seller may purchase at any such sales. The products are agreed to be of a type which is the subject of widely or regularly distributed standard price quotations, and sales for cash or on credit to a wholesaler, retailer or user of the products, or at public or private auction on five (5) days' notice to Buyer are all agreed to be commercially reasonable.

Fair Labor Standards Act.
Seller warrants that with respect to the production of the products and/or the performance of the services covered hereby, it will fully comply with all requirements of the Fair Labor Standards Act of 1938, as amended.

Variation in Quantity.
If any order calls for a nonstandard product (including but not limited to custom products or products which have special markings) or for a product which is specially modified, created or designed for Buyer, it is agreed that Seller may ship a quantity which is twenty (20) percent more but no less than the ordered quantity and that such quantity shipped will be accepted and paid for in full and shall be deemed to be complete satisfaction of each party's obligation hereunder with respect to the quantity of products ordered.

Governing Law.
This Agreement shall be governed by and construed under the laws of the State of California, USA, without regard to its conflicts of laws provisions. The Parties hereby expressly disclaim the application of the provisions of the United Nations Convention on the International Sale of Goods to this Agreement.

Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible.

Modifications and Waiver.
No addition to or deletions from nor the modifications of any provision of these terms and conditions of sales shall be binding upon Seller unless acknowledged and accepted in writing by an officer of Seller. Seller may revise and otherwise modify any provision of these terms without notice to Buyer. Buyer shall have access to the latest, governing version of these terms at http://www.analogictech.com. A waiver by Seller of any default or of any of the terms and conditions of sales shall not be deemed to be a continuing waiver of any other default or of any other of these terms and conditions of sales, but shall apply solely to the instance to which the waiver is directed.